DRIVING IT UP
| 17
ANNUAL REPORT 2016
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
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 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 certain functions 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 may be 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.
Corporate Governance
