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Corporate Governance Report
Stamford Tyres Corporation Limited (the “Company”) is committed to high standards of corporate governance. Good
corporate governance establishes and maintains a legal and ethical environment in which the Group strives to preserve
the interest of all stakeholders. This Report describes the Company’s corporate governance practices with specific
reference to the Code of Corporate Governance 2005 (“2005 Code”). On 2 May 2012, the revised Code of Corporate
Governance 2012 (the “Code 2012”) was issued and took effect for financial years commencing on or after 1 November
2012. The Company is in the midst of putting the processes in place to comply with the requirements of the Code 2012.
Board Matters
Principle 1 : Board’s Conduct of its Affairs
The Board oversees the business affairs of the Group and sets overall corporate strategy and direction. It approves the
Group’s strategic plans, key business initiatives and financial objectives, major investment and divestment and funding
proposals. The Board also m onitors and evaluates the Group’s operations and financial performance and oversees the
processes for risk management, financial reporting and compliance and evaluating the adequacy of internal controls. It
approves nominations to the Board of Directors. Matters specifically reserved for Board’s decisions are those involving
material acquisitions and disposal of assets, corporate or financial restructuring, shares issuances and dividends. The
Board has adopted a set of internal guidelines on these matters. The Board has delegated certain of its functions to the
Nominating, Audit and Remuneration Committees.
Newly-appointed directors are each given a formal letter explaining his duties and obligations as a director. They will
also be briefed on the Group’s business, its strategic directions as well as its corporate governance policies. Orientation
programmes and familiarisation visits are organized, if necessary, to facilitate a better understanding of the Group’s
operations. A newly appointed director who is without prior experience as a listed company director, as well as some
of the existing directors, have attended at the Company’s expense, courses relating to the Singapore regulatory
environment conducted by the Singapore Institute of Directors in 2013.
Directors are continually and regularly updated on the Group’s business and regulatory and industry specific
environments in which the Group operates. Directors also have the opportunity to visit the Group’s operational
facilities here and overseas and meet with Management to gain a better understanding of the Group’s global business
operations. The Board as a whole is updated regularly on risk management, corporate governance and key changes in
the relevant regulatory requirements and accounting standards.
In order to ensure that the Board is able to fulfil its responsibilities prior to the Board meetings, Management provides
the Board with information containing relevant background or explanatory information required to support the decision-
making process.
The Board conducts regular scheduled meetings on a quarterly basis to review, consider and approve strategic,
operational and financial matters, as well as to supervise senior management. Ad-hoc meetings will be convened as
warranted by circumstances. In between the meetings, important matters concerning the Group were put to the Board
for its decision via circular resolutions for the directors’ approval. Management has access to the directors for guidance
or exchange of views outside of the formal environment of the Board meetings.
The Board has separate and independent access to the Company Secretary at all times. The Company Secretary
attends Board and Committees’ meetings and is responsible for ensuring that Board procedures are followed. The
Company engages independent professionals where necessary, which the Board may access for advice.
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