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CORPORATE GOVERNANCE
The 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 2012 (the “Code”) to enhance long-term shareholders’ value through enhancing corporate performance and accountability.
This report describes the Company’s corporate governance processes and procedures that were in place throughout the fnancial year ended 31
March 2014, with specifc reference made to the principles and guidelines of the Code, except where otherwise stated.
Board Matters
Principle 1 – Board’s Conduct of Affairs
The principal functions of the Board are to:
(a) provide entrepreneurial leadership, 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;
(b) establish a framework of prudent and effective controls which enables risk to be assessed and managed; including safeguarding of
shareholders’ interests and the Company’s assets, to review, assess and manage internal controls and risk management;
(c) review Management’s performance;
(d) identify key stakeholder groups and ensure good corporate governance practices to protect the interests of shareholders and recognise
that their perceptions affect the Company’s reputation; and
(e) appoint or nominate persons to be appointed as Directors (on the advice of the Nominating Committee) and to appoint key executives.
The Board continues to approve matters within its statutory responsibilities. Specifcally, the Board has direct responsibility for decision making in
the following:
(a) corporate strategies;
(b) major investment and divestment proposals;
(c) material acquisitions and disposals of assets;
(d) material interested person transactions;
(e) major fnancing, corporate fnancial restructuring plans and issuance of shares;
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Annual Report 2014 •