AsiaMedic
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Email This Print ThisCorporate Governance

The Board of Directors of AsiaMedic Limited (the "Company") is committed to ensuring that high standards of corporate governance and transparency are practised for the interest of all shareholders. This report describes the corporate governance framework and practices of the Company with specific reference made to each of the principles of the Code of Corporate Governance 2012 (the "Code") pursuant to Rule 710 of the Listing Manual (Section B: Rules of Catalist) (the "Catalist Rules") of the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the financial year ended 31 December 2017 ("FY2017"). The Company confirms that it has adhered to the principles and guidelines of the Code and has specified each area of non-compliance. The Company will continue to improve its systems and corporate governance processes in compliance with the Code. There are other sections in this Annual Report which contain information required by the Code. Hence, shareholders should read this Annual Report in entirety.

Board Matters

The Board's Conduct of its 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.

The Board of Directors (the "Board") comprises four Directors having the appropriate mix of core competencies and diversity of experience to direct and lead the Company in FY2017. As at the date of this report, the Board comprises the following members:

  1. Mr Tan Soo Kiat (Non-Executive Chairman)
  2. Mr Goh Kian Chee (Lead Independent Director)
  3. Dr Hong Hai (Independent Director)
  4. Mr Guo Wenfei (Non-Executive Director)
  5. Mr Koh Boon How (Alternate Non-Executive Director to Mr Guo Wenfei)

Guideline 1.1
Board's role

The primary role of the Board is to lead and control the Group. It provides entrepreneurial leadership, sets the strategies of the Group (comprising the Company and its subsidiaries), and sets directions and goals for the Management (comprising the key executive officers of the Group). The Board also reviews to ensure that the Group has the necessary financial and human resources in place to meet the goals and objectives. The Board supervises the Management and monitors performance of these goals to enhance shareholders' value. The Board is responsible for the overall corporate governance of the Group including setting its strategic direction, establishing goals for the Management and monitoring the achievement of these goals. The Board also considers sustainability issues. The Board has adopted internal guidelines governing matters that require the Board's approval. The Board believes that enhancing focus on sustainability will place the Group in a better position to create value for shareholders while looking after the broader stakeholder community. The Company has established a sustainability team. The sustainability team is in the process of developing the framework and preparing the sustainability report. In accordance with the Catalist Rules, the Group will issue the sustainability report by end of 2018 and upload it at its website at www.asiamedic.com.sg.

Guidelines 1.2 and 1.5
Directors' roles and responsibilities, and internal guidelines on matters requiring Board's approval

Besides matters which are specifically required to be approved by the Board by statutes, the Company's Constitution, and the Catalist Rules, material transactions that require the Board's approval, amongst others, are:

  1. corporate strategies and initiatives;
  2. acquisitions, disposals, investments, and divestments of assets (which include equity, debt, business undertakings, and options to acquire/dispose of assets);
  3. internal controls, audit, risk management, and corporate governance practices;
  4. financial plans and budgets;
  5. capital structure and funding decisions;
  6. financial reports (including financial statements announcements and Annual Reports);
  7. accounting, financial, and remuneration policies and practices;
  8. material contracts, guarantees and commitments;
  9. conflicts of interest (where permitted by the Company's Constitution), related party transactions, and interested person transactions; and
  10. resolutions and corresponding documentation to be put forward to shareholders at general meetings.

All Directors are obliged to exercise due diligence and independent judgment, and make decisions objectively in the interests of the Group.