Raffles Insitutep Xpo - Raffles Medical Group

ANNUAL REPORT 2004
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Corporate Governance Statement
The Directors and Management of Raffles Medical Group (RMG) are committed to comply with the Code of Corporate
Governance (Code) issued by the Corporate Governance Committee in March 2001 so as to ensure greater transparency and
protection of shareholders’ interests. This statement outlines the main corporate governance practices that were in place throughout
the financial year. The Company has generally complied with the principles of the Code.
The Board’s Conduct of its Affairs
RMG’s Board of Directors’ (the Board) primary role is to protect and enhance long-term value of all RMG’s shareholders. It sets
the overall strategy for the Group and supervises Senior Management. To fulfil this role, the Board is responsible for the overall
corporate governance of the Group including setting its strategic direction, establishing goals for Management and monitoring
the achievement of these goals.
The Board currently holds four scheduled meetings each year. In addition, the Directors meet to discuss strategy and hold
extraordinary meetings at such other times as may be necessary to address any specific significant matters that may arise. We
have disclosed the attendance of the Directors at Board Meetings and Board Committees, as well as the frequency of such
meetings in the Report.
The Board has decided that certain matters must always be approved by the Board. These include:
• approval of quarterly results announcements;
• approval of the annual report and accounts;
• declaration of interim dividends and proposal of final dividends;
• convening of Shareholders’ Meetings;
• approval of corporate strategy and direction of the Group;
• material acquisition or disposal;
• approval of transactions involving a conflict of interest for a substantial shareholder or a Director or interested person
transactions; and
• appointment of new Directors
All other matters are delegated to Committees whose actions are reported to and monitored by the Board.
Training of Directors
All new Directors are given briefing sessions on the operations of all the key businesses and support units. Prior to their
appointment, new Directors are provided with relevant information on their duties as Directors under Singapore law. Directors
are also updated regularly on accounting and regulatory changes.
Directors may at any time request further explanation, briefing or informal discussion on any aspects of the Company’s operations.
Board Composition and Balance
The names of the Directors of the Company in office at the date of this Statement are set out below.
The Board has reviewed its composition and is satisfied that such composition is appropriate. The Board constantly examines
its size with a view to determine the impact upon its effectiveness.