Annual Report 2012 - e-KONG Group Limited

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Company secretaryThe company secretary reports directly to the Chairman of the Company and supports the Board and each committeeto ensure proper policy and procedures are followed. The company secretary also provides directors with updates on theListing Rules and other applicable regulatory requirements to refresh and reinforce director’s awareness of developmentsin maintaining strong corporate governance. The company secretary is an employee of the Company.Board meetingsThe Board meets regularly and on those occasions when a Board decision is required for major issues. Members of theBoard are provided with adequate and timely information prior to Board meetings to ensure that the directors can makeinformed decisions when fulfilling their responsibilities. During the year under review, the Board held four meetingsand the average attendance rate at the meetings in 2012 was 100% as set out below.Name of DirectorAttendance / Number ofBoard Meetings in 2012AttendanceRateRichard John Siemens (Chairman) 4 / 4 100%Lim Shyang Guey 4 / 4 100%William Bruce Hicks 4 / 4 100%Jennifer Wes Saran 4 / 4 100%John William Crawford J.P. 4 / 4 100%Gerald Clive Dobby 4 / 4 100%Shane Frederick Weir 4 / 4 100%On those occasions where it was not practical to convene physical meetings, in lieu thereof, written resolutions of theBoard together with full copies of related documents were circulated to all directors for consideration and approval.All such written resolutions were approved by all directors unanimously.Minutes of meetings and written resolutions of the Board as well as its committees are kept by the company secretaryand such records are available for inspection by directors at all reasonable times.Annual Report 2012 15
e-KONG GROUP LIMITEDCorporate Governance Report (continued)Appointment and re-electionAll non-executive directors are appointed for specific terms and upon expiry thereof, the terms are renewable for fixedterms of three years provided that either party may terminate such appointment by giving to the other party not lessthan one month’s notice in writing. All directors, including executive and non-executive directors, retire from office byrotation and are eligible for re-election at annual general meetings.In accordance with the Company’s Bye-laws, not less than one-third of the directors for the time being will retire fromoffice by rotation, provided that every director shall be subject to retirement by rotation at least once every three yearsat each annual general meeting. Any director appointed to fill a casual vacancy on the Board or as an addition to theexisting Board shall hold office only until the next following annual general meeting of the Company and shall then beeligible for re-election at that meeting. Accordingly, Messrs. Lim Shyang Guey, Gerald Clive Dobby and Shane FrederickWeir will retire by rotation at the forthcoming annual general meeting and are eligible for re-election.Board committeesThe Board has delegated certain powers, authorities and discretion to a number of Board committees consisting of suchdirectors and members of senior management as it deems appropriate. Such committees act in conformity with theguidelines and regulations (where applicable) as provided in the code provisions in the Former Corporate GovernanceCode and the Corporate Governance Code and the written corporate policies as promulgated by the Board, and infulfilment of the purposes for which the committees were appointed.Executive Management CommitteeThe Executive Management Committee is currently comprised of the two executive directors, the chief financial officerand the company secretary. The committee is principally responsible for directing, planning and managing the Group’sbusinesses and operations, formulating strategies and policies for the consideration of the Board and implementing thesame to best achieve the Group’s overall business objectives in an effective and efficient manner.The committee meets regularly to review the Group’s business performance with the senior management of eachoperation within the Group. Ad hoc meetings are also held on an as-needed basis and the committee members arealso engaged in frequent informal discussions. In 2012, ten formal meetings were held and the attendance record isset out below.Name of Director / OfficerAttendance / Number ofExecutive ManagementCommittee Meetings in 2012AttendanceRateRichard John Siemens (Chairman of the Committee) 10 / 10 100%Lim Shyang Guey 10 / 10 100%Wong Wei Kit Anthony 9 / 10 90%Lau Wai Ming Raymond 10 / 10 100%16Annual Report 2012
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membership no. WW-7311-1586
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