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MTQ Corporat ion Limi ted Annual Repor t 2012/13 20
CORPORATE GOVERNANCE REPORT
The Board and Management of the Company (“the Group”) are committed to maintaining a standard of corporate governance to
enhance shareholders’ long-term interest and corporate performance. This report describes the Group’s corporate governance
practices with specific reference to the Code of Corporate Governance 2005 (the “Code”) and the Group subscribes fully to the
principles and recommendations in the Code where they are applicable.
The Group has complied with the Code’s principles and guidelines throughout the reporting period for the financial year ended 31
March 2013.
The Board also noted the recommended guidelines given under the revised Code of Corporate Governance 2012 (the “2012 Code”)
issued on 2 May 2012 which would be effective for the Company for the financial year commencing from 1 April 2013. The Board as
at the date of this corporate governance report (“Report”) has complied with some of the principles and guidelines of the 2012 Code
and will continue to implement the recommendations as and when appropriate for the financial year ending 31 March 2014.
For ease of reference, the relevant provision of the Code under discussion is identified 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 financial and human resources
are in place for the Group to meet its objectives. The Board also reviews the management and financial performance of the Group,
oversees the establishment of a framework of prudent and effective controls, which enables risks 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 specifically referred to the Board for decision include:
a) those involving a conflict of interest for a substantial shareholder or a Director;
b) material acquisitions and disposals of assets;
c) corporate or financial restructuring and share issuances;
d) dividends and other returns to shareholders;
e) matters specified under the Group’s interested person transaction policy;
f) major financial decisions such as investment and divestments proposals, the annual budget, major funding proposals and
expenditures exceeding a prescribed amount.
The Board meets at least four times 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.