Page 20 - ar2012

TEHO INTERNATIONAL INC LTD

Annual Report 2012

18

Report of Corporate Governance

The Board of Directors (“the Board”) of TEHO International Inc Ltd. is committed to

maintaining a high standard of corporate governance within the Company and its

subsidiaries (the “Group”) to ensure greater transparency and to protect the interests of the

Company’s shareholders.

The Company has put in place various policies and practices that will safeguard the interests

of shareholders and enhance shareholders’ value as part of its effort to maintain high

standards of corporate governance. This report outlines the main corporate governance

practices and procedures adopted by the Company with specifc reference to the Code of

Corporate Governance 2005 (“the Code”).

Statement of Compliance

The Board confrms that for the fnancial year ended 30 June 2012 (“FY2012”), the Company

has generally adhered to the principles and guidelines as set out in the Code save as

otherwise explained below.

BOARD MATTERS

The Board’s Conduct of its Affairs

Principle 1:

Every company should be headed by an effective board to lead and control the

company.

The Board currently comprises two executive directors and three independent directors,

who have the right core competencies and diversity of experience to enable them, in their

collective wisdom, to contribute effectively. The independent directors make up more than

half of the Board and there is a strong independent element on the Board.

The Board is entrusted with the responsibility for the overall management of the business

and corporate affairs of the Group. Matters which specifcally require the Board’s decision or

approval are those involving:

•

corporate strategy and business plans;

•

investment and divestment proposals;

•

funding decisions of the Group;

•

nominations of directors for appointment to the Board and appointment of key

personnel;

•

announcement of half-year and full-year results, the annual report and accounts;

•

material acquisitions and disposal of assets;

•

all matters of strategic importance; and

•

corporate governance

To assist the Board in the execution of the Board’s responsibilities, certain functions of the

Board have been delegated to the following committees:

•

Audit Committee (“the AC”);

•

Nominating Committee (“the NC”); and

•

Remuneration Committee (“the RC”).

Each of these committees is being chaired by an independent director and operates within

clearly defned terms of reference and functional procedures which are reviewed on a regular

basis. These committees will provide further safeguards to prevent an uneven concentration

of power, authority and decision-making in a single individual.

To get a better understanding of the Group’s business, the Company adopts a policy

whereby directors are encouraged to request for further explanations, briefngs or informal

discussion on the Company’s operations or business with the executive directors and the

management.

The Board meets regularly with ad-hoc Board-Management meetings which are convened

when they are important and deemed necessary. In between Board meetings, other

important matters are also being circulated and put for the Board’s approval by way of

circulating resolutions in writing. The Company’s Articles of Association provide for meetings

of directors to be held by means of telephone conference or other methods of simultaneous

communication by electronic or other means.

Frequency of Board and committee meetings held and attended by each member for

FY2012 are disclosed below:

Types of

Meetings

Names

of Directors

Board

Audit

Committee

Nominating

Committee

Remuneration

Committee

Total held for FY2012

3

2

1

Mr Lim See Hoe

3

2*

1*

Ms Lim Siew Cheng

3

2*

1*

Mr Kwah Thiam Hock

3

2

1

Mr Terrance Tan Kong Hwa

3

2

1

Mr Khoo Ming Hon

3

2

1

*

By invitation