21
/ MTQ CORPORATION LIMITED /
ANNUAL REPORT
2014/2015
The Board and Management of the Company (“the Group”) are committed to maintaining a standard of corporate
governance to ensure shareholders’ interests and enhance corporate performance and accountability.
This report sets out the Group’s corporate governance practices with specific reference to the Code of Corporate
Governance 2012 (the “Code”) and subscribe fully to the principles and guidelines 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 2015.
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.
The Group has adopted internal guidelines via a Structured Delegation of Authority matrix which sets out the authorisation
and approval limits for capital and revenue expenditures, contractual commitments, disposal, assets write-offs and
provisioning at Board and Management levels.
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 divestment 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.
CORPORATE GOVERNANCE REPORT
