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STATEMENT OF
CORPORATE GOVERNANCE
ASIAMEDIC LIMITED
ANNUAL REPORT 2013 13
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 protection of shareholders’ interests. This Statement 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”). The Company will continue to improve its systems and
corporate governance processes in compliance with the Code.
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 five Non-Executive Directors having the appropriate mix of core
competencies and diversity of experience to direct and lead the Company. As at the date of this Statement, the Board
comprises the following members:
1. Mr Tan Wang Cheow (Non-Executive Chairman)
2. Mr Andi Solaiman (Non-Executive Director)
3. Mr Arthur Ng Boon Chye (Independent Director)
4. Mr Goh Kian Chee (Independent Director)
5. Mr Erhart Mark Allan (Independent Director)
The primary role of the Board is to protect and enhance long-term shareholders’ value. It provides entrepreneurial
leadership, sets the strategies of the Group (comprising the Company and its subsidiaries), and sets directions and
goals for the Management. It 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 Management and monitoring the achievement of these goals. The Board
also considers sustainability issues. The Board has in place a Board Charter which sets out the responsibilities for it
to oversee the business affairs of the Group and the matters that are specifically reserved to the Board for approval.
Matters which are specifically reserved to the Board for approval are:
a) matters involving a conflict of interest for a substantial shareholder or a director;
b) strategic policies of the Group;
c) annual budgets;
d) material acquisitions and disposal of assets;
e) corporate or financial restructuring;
f) share issuances, interim dividends and other returns to shareholders;
g) any material investments or expenditure not in the ordinary course of the Group’s businesses; and
h) substantial borrowings or financial commitments or any transaction of financial nature which will involve the
Group assuming debt and/or contingent liabilities.
All Directors exercise due diligence and independent judgement, and make decisions objectively in the best interests
of the Group.