Corporate
Governance
Corporate
Governance
55
BAKER TECHNOLOGY LIMITEDANNUAL REPORT 2012
54
BAKER TECHNOLOGY LIMITEDANNUAL REPORT 2012
Directors’Attendance forYear2012
Name of Directors
Board
Audit Committee Nominating
Committee
Remuneration
Committee
No. of Meetings
%
Attended
No. of Meetings
%
Attended
No. of Meetings
%
Attended
No. of Meetings
%
Attended
Held Attended
Held Attended
Held Attended
Held Attended
LimHo Seng
6
6
100
5
5
100
1
1
100
1
1
100
Dr Benety Chang
6
6
100
5
5*
100
1
1
100
1
1*
100
Anthony Sabastian Aurol
6
6
100
5
4*
80
1
1*
100
1
1*
100
Tan YangGuan
6
6
100
5
5
100
1
1*
100
1
1
100
Wong Kwan Seng Robert
6
6
100
5
5*
100
1
1*
100
1
1*
100
WongMeng Yeng
6
6
100
5
5
100
1
1
100
1
1
100
Note
* By invitation
Baker Tech received its second consecutive Silver award
for Best Annual Report for companies under S$300
million in market capitalisation at the 2012 Singapore
Corporate awards for excellence in the presentation of
its financial reporting, high level of corporate disclosures
and transparency. In theprevious threeconsecutiveyears,
the Group won awards in the “Best Managed Board”
category. The Singapore Corporate Awards organised
by The Business Times and supported by The Singapore
Exchange is to showcase and honour excellence in
shareholder communications and corporate governance
amongst SGX-listed companies.
Since the inceptionof theGovernanceand Transparency
Index (“GTI”), co-published by The Business Times and
theNUSCorporateGovernanceand Financial Reporting
Centre, Baker Tech has placed much emphasis on using
it as a yard stick and striving to improve ourselves with
each issueof theGTI ranking. Throughcontinuous efforts,
our GTI scores have improved by 12 points, from 54
in 2011 to 66 in 2012 and were ranked 30
th
amongst
more than 600 companies.
This report describes the Company’s corporate
governancepracticeswith specific reference to theCode
of CorporateGovernance 2005 (the “Code”), except as
otherwise explained in the report.
BOARDMATTERS
TheBoard’sConductof itsAffairs
Principle1:
Every company should be headed by an effective
Board to lead and control the company. The Board is
collectively responsible for the success of the company.
The Board works with Management to achieve this and
theManagement remains accountable to the Board.
The Board supervises the overall management of the
business and affairs of the Group. The Board also sets
the Company’s values and standards, and ensures its
obligations to all stakeholders are met and understood.
While the Board remains responsible for providing
oversight in the preparation and presentation of the
financial statements, it has delegated to Management
the task of ensuring that the financial statements are
drawn up and presented in compliancewith the relevant
provisionsof theSingaporeCompaniesAct,Cap.50and
the Singapore Financial Reporting Standards. The Board
has also delegated responsibility to the Chief Executive
Officer to manage the business of the Company, and to
its various Board Committees to deal with the specific
areas described hereinafter.
Besides the above, the Board also approves theGroup’s
appointment of Boardmembers and senior management
staff, key business initiatives, major investments and
funding decisions, and interested person transactions.
These functions are carried out by the Boarddirectly and
through its committees.
All Directors (excluding those who have abstained
from voting on matters in which they were interested)
objectively tookdecisions in the interestsof theCompany.
The Board conducts regular scheduled meetings on a
quarterly basis. Ad-hoc meetings are convened as and
when circumstances require. The Company’s Articles of
Association allow meetings to be conducted by way of
telephonic and video-conferencing. In 2012, the Board
met six times. To facilitatemaximumattendance, meeting
dates of Board and Board Committees are scheduled
with ample notice.
Board committees comprising the Audit Committee,
the Remuneration Committee and the Nominating
Committee were established to assist the Board in the
dischargeof its duties. TheseCommittees reviewormake
recommendations to the Board on matters within their
specific terms of reference.
The attendance of Directors at Board and committee
meetings in the financial year 2012 is as follows:
During the year, Directors are provided with regular
updates and informed of changes in the relevant laws
and regulations to enable them to keep pace with
regulatory changes or which have a material bearing
on the Group. In addition, when there are events on
seminars or training in areas such as accounting and
legal etc including updates which are relevant to the
Group, the Directors are encouraged to attend at the
Company’s expense.
New Directors are provided with information on the
corporate background, key personnel, core businesses,
group structure and financial statements of the
Group. Directors are also kept abreast on regulatory
requirements concerning disclosure of interests and
restrictions on dealings in securities. The Company
also provides a write-up on the directors’ duties and
responsibilities to assist him in the exercise of his legal,
fiduciary and statutory duties under the Singapore
Companies Act, the Listing Manual of the Singapore
Exchange Securities Trading Limited (“SGX-ST”), the
Code, Singapore securities legislation and the internal
guidelines on securities trading. No new Director was
appointed in FY2012.
BoardCompositionandBalance
Principle2:
There should be a strong and independent element on
the Board, which is able to exercise objective judgement
on corporate affairs independently, in particular,
from Management. No individual or small group of
individuals should be allowed to dominate the Board’s
decisionmaking.
