Corporate 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 2018 (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 2020 ("FY2020"). The Company confirms that it has adhered to the principles and guidelines of the Code and has specified each area of non-compliance, where appropriate. The Company will continue to improve its systems and corporate governance processes in compliance with the Code. Some of the information required under the Code are set out in other sections of this Annual Report. Hence, shareholders should read this Annual Report in entirety.

Board Matters

The Board's Conduct of its Affairs

Principle 1: The company is headed by an effective Board which is collectively responsible and works with Management for the long term success of the company.

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

1. Mr Charles Wang Chong Guang Non-Executive Chairman (appointed on 23 March 2019)
2. Mr Tan Soo Kiat Non-Executive Director (appointed on 3 June 2015)
3. Mr Goh Kian Chee Independent Director (appointed on 27 February 2006)
4. Mr Chua Keng Woon Independent Director (appointed on 15 August 2018)
5. Mr Leong Yew Meng Independent Director (appointed on 16 July 2020)
6. Ms Joelle Lee Siew Hong Alternate Non-Executive Director to Mr Charles Wang (appointed on 11 August 2020)

Mr Tan Soo Kiat and Mr Goh Kian Chee will be retiring at the forthcoming Annual General Meeting to be held on 29 April 2021 and will not be seeking re-election.

Guideline 1.1
Board's role

The primary role of the Board is to lead and control the Group. It provides entrepreneurial leadership and sets the strategies of the Group (comprising the Company and its subsidiaries). The Board sets directions and goals for the Management (comprising the key executive officers of the Group) which include appropriate focus on value creation, innovation and sustainability. The Board believes that focus on sustainability will place the Group in a better position to create value for shareholders while looking after the broader stakeholder community.

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 is responsible for establishing and maintaining a sound risk management framework to effectively monitor and manage risks, and to achieve an appropriate balance between risks and company performance. The Board supervises the Management and monitors its performance.

The Board is responsible for the overall corporate governance of the Group including instilling an ethical corporate culture and ensuring that the Company's values, standards, policies and practices are consistent with the culture. The Board has put in place a code of conduct and ethics which require the Directors facing conflicts of interest to recuse themselves from discussion and decisions involving the issues of conflict. The Board also adopted internal guidelines governing matters that require the Board's approval.

Provision 1.2
Scope of director's duties

The Board is accountable to the shareholders and the Directors are aware of their duties at law which require them to act in good faith and the best interests of the Company and to comply with the Catalist Rules. The Directors have each signed the respective undertaking in the form set out in Appendix 7H of the Catalist Rules to undertake to use their best endeavours to comply with the Catalist Rules and to procure that the Company shall so comply. The Directors have also procured a similar undertaking by the Chief Operating Officer ("COO") and the Group Financial Controller ("GFC") in their capacity as Executive Officers.

Induction, training and development of new and existing directors

The Company has in place an orientation process. A new incoming Director is issued a formal letter of appointment setting out his duties and obligations.

The new Director will also be briefed by the other Directors and the Management on the Group's strategic direction, corporate governance practices, business and organisation structure, and industry-specific knowledge. The new Director will also be introduced to the senior management to facilitate independent communication channels between the new Director and the senior management.

Mr Leong Yew Meng and Ms Joelle Lee Siew Hong who were appointed to the Board during the financial year have attended the Listed Entity Director Essentials Course conducted by the Singapore Institute of Directors.

The Nominating Committee reviews and makes recommendations on the training and professional development programs to the Board as and when applicable.

On at least a half yearly basis, and as and when appropriate, the Board is briefed:

1. By the Company Secretary and/or the external auditors on the financial, legal and regulatory requirements which include the following:
• directors' duties in respect of the Group's financial statements;
• provisions under the Catalist Rules;
• provisions of the Singapore Companies Act, Chapter 50;
• Code of Corporate Governance; and
• financial reporting standards relevant to the Group.
2. By the Management on the business environment and outlook for the Group's operations.

Provision 1.3
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:

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

The Board has delegated to the EXCO (as defined herein and its role further elaborated in the ensuing section) the authority to approve such expenditures up to a certain threshold.

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