Annual Report 2012 - ecoWise Holdings Limited

ecoWise Holdings Limitedannual report 201225CORPORATE GOVERNANCEThe Board of Directors (the “Board”) is committed to maintaining a high standard of corporate governance withinecoWise Holdings Limited and its subsidiaries (the “Group”). The Board recognises the importance of practicinggood corporate governance as a fundamental part of its responsibilities to protect and enhance shareholders’ valueand the financial performance of the Group.This Report describes the Group’s corporate governance practices with specific reference to the Code of CorporateGovernance 2005 (the “Code”). Where there are deviations from the Code, appropriate explanations are provided.BOARD MATTERSPrinciple 1: Board’s Conduct of its AffairsEvery company should be headed by an effective board to lead and control the company. The Board iscollectively responsible for the success of the company. The Board works with Management to achievethis and the Management remains accountable to the Board.The principal functions of the Board are:• Setting the strategic directions and overseeing the businesses and affairs of the Group;• Reviewing and approving corporate plans, annual budgets, investment and divestment proposals, majorfunding proposals and financial plans of the Group;• Monitoring management performance towards achieving set organisational goals;• Reviewing and evaluating the adequacy and integrity of the Group’s internal controls, risk management andfinancial reporting systems;• Ensuring the Group’s compliance with laws, regulations, policies, guidelines and internal code of conduct;• Reviewing and approving interested person transactions and material transactions requiring announcementunder the listing rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”);• Ensuring accurate and timely reporting in communication with shareholders; and• Considering sustainability issues in the formulation of Group’s strategies.The Board’s approval is also required for capital expenditure of amount exceeding certain threshold limit inaccordance with internal approval authority guidelines.The Board has delegated specific responsibilities to three committees namely, the Audit Committee (“AC”),the Nominating Committee (“NC”) and the Remuneration Committee (“RC”) to assist in the execution of itsresponsibilities. Each committee has its own written Terms of Reference, which clearly sets out the objectives,duties, powers, responsibilities as well as qualifications for committee membership.