16
SUNMOON FOOD COMPANY LIMITED
ANNUAL REPORT 2015
REPORT ON
CORPORATE GOVERNANCE
The NC had assessed the effectiveness of the Board as a whole and its Board Committees and contribution by each director
on each of the following:
–
Board composition;
–
Information to the board;
–
Board procedure;
–
Board accountability;
–
CEO/Management; and
–
Standard of conduct.
ACCESS TO INFORMATION
PRINCIPLE 6: IN ORDER TO FULFILL THEIR RESPONSIBILITIES, DIRECTORS SHOULD BE PROVIDED WITH COMPLETE, ADEQUATE
AND TIMELY INFORMATION PRIOR TO BOARD MEETINGS AND ON AN ON-GOING BASIS SO AS TO ENABLE THEM
TO MAKE INFORMED DECISIONS TO DISCHARGE THEIR DUTIES AND RESPONSIBILITIES.
Management is required to provide complete, adequate and timely information to the Board on the Board’s affairs and
issues that require the Board’s decision. Information provided included background of explanatory information and copies
of disclosure documents.
The CEO keeps the Board members abreast of key developments affecting the Group as well as material transactions in
order that the Board is fully aware of the affairs of the Group. All directors have separate and independent access to the
Management and the Company Secretary at all times.
The Company Secretary attends all Board meetings and assists the Board in ensuring that Board procedures and all other
rules and regulations applicable to the Company are complied with. The Company Secretary also follows the direction of
the Chairman to ensure that good information flows within the Board and its committees and between senior management
and non-executive directors, to advise the Board on all governance matters, as well as to facilitate orientation and assist
with professional development when required to do so. The appointment and removal of the Company Secretary is subject
to approval by the Board.
The Company has in place the procedure to enable the directors, whether as a group or individually, to obtain independent
professional advice as and when necessary in furtherance of their duties at the Company’s expense.
The appointment of such independent professional advisor is subject to approval by the Board.
REMUNERATION MATTERS
PROCEDURES FOR DEVELOPING REMUNERATION POLICIES
PRINCIPLE 7: THERE SHOULD BE A FORMAL AND TRANSPARENT PROCEDURE FOR DEVELOPING POLICY ON EXECUTIVE
REMUNERATION AND FOR FIXING THE REMUNERATION PACKAGES OF INDIVIDUAL DIRECTORS. NO DIRECTOR
SHOULD BE INVOLVED IN DECIDING HIS OWN REMUNERATION.
