BUILDING ON OUR EXTENSIVE NETWORK
Stamford Tyres Corporation Ltd (“the Company”) is committed to high standards of corporate governance.
This Report describes the Company’s corporate governance practices with specific reference to the Code of
Corporate Governance 2012 (the “Code 2012”).
Board Matters
Principle 1: Board’s Conduct of Affairs
The Board of Directors (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 monitors the operating 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. Matters specifically reserved
for Board’s decisions are those involving material acquisitions and disposal of assets, corporate or financial
restructuring, share issuances and dividends. The Board has adopted a set of internal guidelines on these
matters. The Board has delegated specific responsibilities to the Audit Committee (“AC”), Nominating Committee
(“NC”) and Remuneration Committee (“RC”) to assist in the execution of its responsibilities. Each Committee
has its own written terms of reference which clearly sets out its objectives, duties, powers and responsibilities and
which has been amended to be in line with the Code 2012. Minutes of all Board Committees are circulated to
the Board so that directors are aware of and are kept updated as to the proceedings and matters discussed
during the Committee meetings.
Directors are 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. Appropriate external trainings will be arranged
where necessary.
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. 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.
Newly-appointed directors will be 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 organised, if necessary, to facilitate a better understanding
of the Group’s operations.
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.
Corporate Governance
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STAMFORD TYRES CORPORATION LIMITED
