Notes to the Consolidated Financial Statements - Uni-Asia Finance ...

Realising A Sustainable Future
33
Corporate Governance Report
Uni-Asia Finance Corporation (the “Company”) is committed to maintaining a high standard of corporate governance within the
Company and its subsidiaries (the “Group”). The board of directors of the Company (the “Board”) recognises the importance of good
corporate governance and the offering of high standards of accountability to the shareholders. This report outlines the Company’s
corporate governance processes and activities with specific reference to the Code of Corporate Governance 2005 (the “Code”).
The Board confirms that for the financial year ended 31 December 2009, the Company has adhered to the principles and guidelines
as set out in the Code, where applicable, and has specified and explained the deviation from the Code in this report.
Board Matters
Principle 1:
The Board’s Conduct
of its Affairs
Guideline1.3:
Delegation of
authority on certain
Board matters
Guideline 1.4:
Meetings of the
Board and Board
Committees
The Board oversees the business affairs of the Company and assumes responsibility for the Group’s overall
strategic plans, key operational initiatives, major funding and investment proposals, financial performance
reviews and corporate governance practices.
The Board is supported by the Audit Committee (“AC”), the Nominating Committee (“NC”) and the
Remuneration Committee (“RC”), each of whose members are drawn from members of the Board
(together “Board Committees” and each a “Board Committee”). Each of these Board Committees operate under
delegated authority from the Board.
The Board has held meetings for particular and specific matters as and when required. The Company’s Articles of
Association (the “Articles”) allow a Board meeting to be conducted by means of telephone and video conference
or similar communications equipment. The attendance of each Director at every Board and Board Committee
meeting held during the financial year ended 31 December 2009 (“FY2009”), is set out below:
ATTENDANCE AT BOARD & BOARD COMMITTEE MEETINGS
# No. of
Meetings
BOARD AUDIT REMUNERATION NOMINATING
Attendance
# No. of
Meetings
Attendance
No. of
Meetings
Attendance
No. of
Meetings
Kazuhiko Yoshida 6 6 – – – – 1 1
Michio Tanamoto 6 6 – – – – – –
Robert Van Jin Nien 6 6 6 6 1 1 – –
Ang Miah Khiang 6 6 6 6 1 1 1 1
Ronnie Teo Heng Hock 6 5 6 5 1 1 1 1
Rong-Jong Owng 6 3 6 4 – – – –
Paul Chang (1) 6 5 – – – – – –
Rajan Menon 6 6 6 5 1 1 1 1
Makiko Sano (2) (3) 1 1 – – – – – –
Attendance
(1) Resigned on 18 January 2010 (2) Appointed on 22 October 2009 (3) Resigned on 23 February 2010 # No. of meetings held whilst a Director
Guideline 1.5:
Matters requiring
board approval
Guideline 1.6:
Directors to receive
appropriate training
Guideline 1.7:
Formal letter to be
provided to directors,
setting out duties
and obligations
Board’s approval is required for matters likely to have a material impact on the Group’s operations as well as
matters other than in the ordinary course of business.
New directors, upon appointment, will be briefed on the business and organization structure of the Group to
ensure that they are familiar with the Group structure, its business and operations. The directors may participate
in seminars and/or discussion groups to keep abreast of the latest developments which are relevant to
the Group.
New directors, upon appointment, will also be briefed on their duties and obligations as directors. The Directors
are aware of the requirements in respect of disclosure of interests in securities, disclosure of conflicts of interest
in transactions involving the Company, prohibition on dealings in the Company’s securities and restrictions on
the disclosure of price-sensitive information. Directors are also informed of regulatory changes initiated by or
affecting the Company.