Page 20 - ar2012

MTQ Corporation Limited
Financial Report / 18
The Board and Management of the Company are committed to maintaining a standard of corporate governance in compliance with the
spirit and principles of the Code of Corporate Governance 2005 (the “Code”) and subscribe fully to the principles and recommendations
in the Code where they are applicable to enhance long-term shareholder interest and corporate performance.
The Group has complied with the Code’s principles and guidelines throughout the reporting period for the fnancial year ended 31 March
2012.
This Report describes our corporate governance policies and practices with specifc reference to the Code. For ease of reference, the
relevant provision of the Code under discussion is identifed in bold. However, other sections of this Report may also have an impact on the
disclosures as this Report is meant to be read as a whole, instead of being compartmentalised under the different principles of the Code.
Board Matters
Principle 1 : The Board’s Conduct of its Affairs
The Board of MTQ Corporation Limited assumes stewardship and control of the Group’s resources and undertakes overall responsibility
for the corporate governance and performance of the Group. It provides entrepreneurial leadership, sets the vision and objectives of
the Group and directs the Group’s strategic policies, while ensuring that the necessary fnancial and human resources are in place
for the Group to meet its objectives. The Board also reviews the management and fnancial performance of the Group, oversees the
establishment of a framework of prudent and effective controls, which enables risk to be assessed and managed, sets the Group’s
values and standards, and ensures that obligations to shareholders and others are understood and met.
These functions are carried out either directly by the Board or delegated to Board Committees, namely the Remuneration Committee
and Audit Committee, each of which has its own written terms of reference. The responsibilities of each Committee are described under
“Board Committees” below. The Chairman of each Committee will report to the Board the outcome of the Committee meetings.
Matters which are specifcally referred to the Board for decision include:
a) those involving a confict of interest for a substantial shareholder or a Director;
b) material acquisitions and disposals of assets;
c) corporate or fnancial restructuring and share issuances;
d) dividends and other returns to shareholders;
e) matters specifed under the Group’s interested person transaction policy;
f) major fnancial decisions such as investment and divestments proposals, the annual budget, major funding proposals and
expenditures exceeding a prescribed amount.
The Board meets at least twice a year. Ad-hoc meetings are also convened when circumstances require.
The Company’s Articles of Association (the “Articles”) allows a Board meeting to be conducted by way of telephone conferencing or any
other methods of simultaneous communication by electronic or telegraphic means. The attendance of the Directors at meetings of the
Board and Board Committees, as well as the frequency of such meetings held during the year, are disclosed in this Report.
To assist newly appointed Directors in discharging their duties, they are provided with an orientation on the background information
about the Group’s history, business operations, its strategic directions and governance practices. Upon the appointment of each new
Director, the Company will provide a formal letter to the Director, which sets out the Director’s duties and obligations. Incoming Directors
are also given full access to the past years’ annual reports and minutes of the Board meetings.
Subsequent to appointment, all directors are kept informed of relevant training organised by the Group or organised externally for their
participation, and encouraged to go, for other appropriate courses and training on their own accord to ensure that they are kept updated
on relevant legal development or changes and best practice as well as changing commercial and other risks. The Group believes that
such training and updates are key inputs to continued effective Board performance.
CORPORATE
GOVERNANCE REPORT