ASIAN HOTELS AND PROPERTIES PLC AnnuAl RepoRt 2012/13

corporate governancePASSIONASIAN HOTELS AND PROPERTIES PLCAnnual Report 2012 /1342Company has not engaged in any activitywhich contravenes laws and regulations andall financial obligations due to the Governmentand to the employees have been eitherduly paid or adequately provided for in theFinancial Statements.Securities Trading PolicyThe JKH securities trading policy prohibitsall employees and agents engaged by AsianHotels and Properties PLC who are aware ofunpublished price sensitive information fromtrading in Asian Hotels and Properties PLCshares or the shares of other companies inwhich the Company presently has businessinterests.External AuditKPMG serve as the external auditors of theCompany.The audit fees paid by the Company andGroup to KPMG are separately classifiedon page 140 in the Notes to the FinancialStatements of the Annual Report.The Auditors’ report on the FinancialStatements of the Company for the yearunder review is found on page 125 of theAnnual Report.The Company has attempted always toseparate the internal auditors from theexternal auditors in order to maintain externalauditor independence.Employee Participation in AssuranceWhistle blower PolicyThrough a communication link named‘Chairman Direct’, concerns about unethicalbehaviour and any violation of Group valuescould be reported by any employee to theChairman of JKH. Employees reportingsuch incidents are guaranteed completeconfidentiality and such complaints areinvestigated and addressed via a selectcommittee under the direction of theChairman.OmbudspersonIn order to deal with a situation in whichan employee or group of employees feelthat an alleged violation has not beenaddressed satisfactorily using the available/existing procedures and processes, anOmbudsperson has been appointed byJKH being the ultimate Parent Company toentertain such concerns.The Ombudsperson’s duty ceases uponthe confidential written communication ofthe findings of the Ombudsperson andrecommendations to the Chairman or theSenior Independent Director as the case maybe.The Chairman or the Senior IndependentDirector, as the case may be, will place beforethe Board• the decision and the recommendations ofthe Ombudsperson• the action taken based on therecommendations• the areas of disagreement and thereasons adduced in instances wherethe Chairman or the Senior IndependentDirector disagrees with any or all of thefindings and/or recommendations. In suchcases, the Board shall consider the areasof disagreement and determine the wayforward.The Chairman or the Senior IndependentDirector is expected to take such steps as arenecessary to ensure that the complainant isnot victimised for having invoked this process.These open door policies facilitate constantdialogue, communication, transparency andultimately employee confidence, which wouldhelp retain existing talent whilst attractingnew.Shareholder RelationsThe Company shareholders exercise theirrights at the Annual General Meeting. Eachresolution brought before the shareholdersat the Annual General Meeting is voted onseparately by the shareholders.The notice of the Annual General Meetingand the relevant documents required arepublished and sent to the shareholders withinthe statutory periods. The Company circulatesthe agenda for the meeting and shareholdersvote on each issue separately.All shareholders are invited and encouragedto be present, actively participate and voteat the Annual General Meeting. The AnnualGeneral Meeting provides an opportunity forShareholders to seek and obtain clarificationsand information on the performance of theCompany and to informally meet the Directorsafter the Annual General Meeting. TheExternal Auditors and the Company’s lawyersare invited too and are present at the AnnualGeneral Meeting to render any professionalassistance that may be requested.Shareholders who are not in a positionto attend the Annual General Meeting inperson are entitled to have their voting rightsexercised by a proxy of their own choice.