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SUNMOON FOOD COMPANY LIMITED
ANNUAL REPORT 2015
REPORT ON
CORPORATE GOVERNANCE
The Board of Directors (“Board”) of SunMoon Food Company Limited (the “Company”) recognises that sound corporate
governance practices are important to the proper functioning of the Company and its subsidiaries (the “Group”) and
enhances the interest of all shareholders.
This report sets out the corporate governance practices that have been adopted by the Company.
BOARD MATTERS
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 MANAGEMENT REMAINS ACCOUNTABLE TO THE BOARD.
The Board comprises one executive director and four non-executive directors. All the four non-executive directors are
independent directors. Together the Board has the relevant core competencies and diversity of experience which enable
them to effectively contribute to the Group.
The Board, in addition to its statutory responsibilities, has the responsibility to protect and enhance long-term shareholders’
value. It sets the overall strategy for the Group and supervises the management of the Company (“Management”). To fulfill
this role, the Board is responsible for the overall corporate governance of the Group which includes:
1.
Setting and guiding the corporate strategy, directions and financial objectives of the Group, and monitoring the
performance of Management towards achieving adequate shareholders’ value;
2.
Overseeing the processes related to risk management and internal control, financial reporting and compliance,
including the release of financial results and announcements of material transactions;
3.
Approving all Board appointments and appointments of key management staff;
4.
Approving annual budgets, major funding proposals, investment and divestment proposals;
5.
Advising Management on major policy initiatives and significant issues;
6.
Overseeing the proper conduct of the Company’s business and assuming responsibility for corporate governance;
7.
Identify the key stakeholder groups and recognize that their perceptions affect the company’s reputation; and
8.
Consider sustainability issues, e.g. environmental and social factors, as part of its strategic formulation.
To assist the Board in the execution of its responsibilities, the Board delegates specific authority to three Board Committees
which comprise the Audit and Risk Committee, the Nominating Committee, and the Remuneration Committee. These
Committees function within clearly defined terms of reference and operating procedures which are reviewed on a regular
basis. The effectiveness of each committee is also constantly monitored.
The Board will meet on a quarterly basis and ad-hoc Board meetings will be convened when they are deemed necessary.
Apart from physical meetings, the Board and Board committees also circulate written resolutions for approval by the relevant
members of the Board and Board committees. The Company’s Constitution allow a board meeting to be conducted by way
of a tele-conference and video conference, audio visual, or other similar communications equipment. The Board conducts
an annual review of its processes to ensure that it is able to carry out its functions in the most effective manner.
