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HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2014
CORPORATE
GOVERNANCE
HG Metal Manufacturing Limited (the “Company”) is committed to complying with the revised Code of
Corporate Governance 2012 (“Code”) so as to ensure greater transparency and to safeguard the interests
of shareholders. This statement describes the Company’s corporate governance practices and activities with
specific reference to the Code established by the Singapore Corporate Governance Committee and relevant
sections of the Listing Manual issued by the SGX-ST.
1
BOARD MATTERS
The Board’s conduct of affairs
Principle 1: Every company should be headed by an effective Board to lead and control the
company. The Board is collectively responsible for the long-term success of the company.
The Board works with management to achieve this objective and the management remains
accountable to the Board.
1.1 Role of the Board
The Board of Directors (the “Board”) comprises 1 Executive Director and 5 Non-Executive Directors.
2 of the 5 Non-Executive Directors are Independent Directors. The Board’s primary role is to protect
and enhance long-term shareholder value. To fulfill this, apart from its statutory responsibilities, the
Board’s principal functions include the followings:
(a)
approving the Group’s corporate and strategic directions;
(b)
establishing goals for management and monitoring the achievement of these goals;
(c)
ensuring management leadership of high quality, effectiveness and integrity;
(d)
approving annual budgets, investment and divestment proposals;
(e)
appointment of board directors and key managerial personnel;
(f)
ensuring an effective risk management framework is in place;
(g)
reviewing financial performance and implementing financial policies which incorporate risk
management, internal controls and reporting compliance; and
(h)
assuming responsibility for corporate governance.
1.2 Board Processes
To assist the Board in the discharge of its oversight function, certain functions have been delegated
to various board committees, namely, the Audit & Risk Committee (“ARC”), Nominating Committee
(“NC”) and the Remuneration Committee (“RC”), each of which has its own written terms of reference.
The minutes of meetings of these committees are circulated among the Board.
Formal board meetings will be held at least once every quarter to oversee the business affairs of the
Group and approve any financial or business strategies or objectives. Where necessary, additional
board meetings are held to deliberate on urgent substantive matters. Telephonic and video-conference
attendance at board meetings is allowed under the Company’s Articles of Association. The Board
also approves transactions through circular resolutions which are circulated to the Board together
with all relevant information relating to the proposed transaction.
