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Old Chang Kee Ltd. • Annual Report 2012
Corporate Governance
Te Board of Directors (the “Board ”) and management of Old Chang Kee Ltd. (the “Company” and together with its subsidiaries,
the “Group”) are committed to maintaining a high standard of corporate governance in accordance with the principles and
guidelines set out in the Code of Corporate Governance 2005 (the “Code ”) to enhance long-term shareholders’ value through
enhancing corporate performance and accountability.
Tis report describes the Company’s corporate governance processes and procedures that were in place throughout the fnancial
period ended 31 March 2012, with specifc reference made to the principles and guidelines of the Code, except where otherwise
stated.
Board Matters
Principle 1 – Board’s Conduct of Afairs
Te principle functions of the Board are to:
 set out overall long term strategic plans and objectives for the Group and ensure that the necessary fnancial and human
resources are in place to meet its objectives;
 establish a framework to review, assess and manage internal controls and risk management;
 review management performance;
 ensure good corporate governance practices to protect the interests of shareholders; and
 the appointment of Directors and key executives.
Te Board continues to approve matters within its statutory responsibilities. Specifcally, the Board has direct responsibility for
decision making in the following:
 corporate strategies;
 major investment and divestment proposals;
 material acquisitions and disposals of assets;
 material interested person transactions;
 major fnancing, corporate fnancial restructuring plans and issuance of shares;
 approval of fnancial results announcements, annual reports and audited fnancial statements; and
 the proposal of dividends and other returns to shareholders.
To facilitate efective execution of its functions, the Board has delegated certain functions to three specialised committees, namely
the Nominating Committee (“NC”), Remuneration Committee (“ RC”) and Audit Committee (“AC ”) (collectively, the “Board
Committees”). Tese Board Committees operate under clearly defned terms setting out its respective roles and report to the Board
on the outcome and recommendations. Te terms and the efectiveness of each Board Committee is also reviewed by the Board on a
regular basis.
Te Board meets regularly at least half-yearly and additional meetings for particular matters will be convened as and when they
are deemed necessary. Te Articles of Association of the Company provide for Directors to convene meetings other than physical
meetings, by teleconferencing or videoconferencing.