Cover 1 - Apollo Hospitals Dhaka

Corporate Governance Information
Corporate
Governance Statement
Corporate Governance has been defined as the system by
which companies are directed and controlled. The Board is
accountable to the shareholders for ensuring that
appropriate Corporate Governance measures are in place.
It is imperative for the Company to maximize the
shareholder’s value and wealth. Though disclosure of
Corporate Governance practices is not mandatory in
Bangladesh, STS Holdings reports it activities so that
investors can place their full confidence in the Company.
Corporate Governance is a blend of law, regulation,
enforcement, and appropriate voluntary practices by
companies that permit a company to attract capital,
perform efficiently and generate long-term economic value
for its shareholders, while respecting the interests of its
stakeholders and society in general. The principal
characteristics of effective Corporate Governance include:
• Protection of the rights of minority shareholders
• Transparency, including disclosure of relevant and
reliable financial and operational information;
information on ownership and control; and
information on the internal processes of management
• Responsible Directors capable of independently
evaluating and approving the company’s strategy,
business plans and decisions, independently hiring,
monitoring and, when necessary, replacing
management and consultants
This Statement outlines the main Corporate Governance
Practices in STS Holdings Limited under the following
headings:
• Board of Directors and their roles
• Relationship with shareholders
• Accountability and audit
• Compliance with legal requirements
• Human Resources Policy
• Standards of Business Conduct
Board of Directors and
their Roles:
The present Board of STS Holdings Limited (owner of
Apollo Hospitals Dhaka) consists of 5 Directors. A code of
Corporate Governance has been produced as a framework
for Directors to the Board of STS Holdings Limited. It
describes their roles and responsibilities and suggests a
process for their continued development in order to ensure
an effective ongoing contribution to our healthcare
business. The Company fully supports establishment of the
Code and is committed to ensuring that structured
processes are used to direct and manage the business. We
believe this enhances business ethics and corporate
accountability with the ultimate objective of realizing long
term shareholders value, while taking into account the
interests of other stakeholders. The Code on Corporate
Governance of the Company sets out the principles and
best practices to be applied by the Company in its
operations to achieve an optimal governance framework.
The Board of Directors is responsible for protecting the
rights and interests of all shareholders and is also
accountable for the overall management of the Hospital. In
addition to its legal and statutory responsibilities, the Board
is responsible for the following:
• Reviewing and adopting a strategic business plan for
the Company
• Overseeing the conduct of the Company's business to
evaluate whether the Company is being properly
managed
• Identifying principal risks and ensuring the
implementation of appropriate systems to manage
these risks
• Succession planning, including appointing, training,
fixing the compensation of and where appropriate,
and replacing senior management
• Reviewing the adequacy and the integrity of the
Company's internal control systems and management
information systems, including systems for
compliance with applicable laws, regulations, rules,
directives and guidelines
• Reviewing and approving the financial statements and
accounting policies of the Company
• Establishing committees, including the Audit
Committee and the Compensation Committee
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