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TEHO INTERNATIONAL INC LTD.
Annual Report 2015
The Board of Directors (the “Board”) of TEHO International Inc Ltd. (the “Company”) 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 specific reference to the Code of Corporate
Governance 2012 (the “Code”).
Statement of Compliance
The Board confirms that for the financial year ended 30 June 2015 (“FY2015”), the Company
has generally adhered to the principles and guidelines set out in the Code save as otherwise
explained below.
BOARD MATTERS
The Board’s Conduct of Affairs
Principle 1:
Every company should be headed by an effective board to lead and control
the company. The board is collectively responsible for the long-term success of
the company. The board works with management to achieve this objective and
management remains accountable to the board.
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 specifically 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
defined 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, briefings or informal discussion on
the Group’s operations or business with the executive directors and the management.
Ad hoc meetings involving the Board and management are held regularly to review important
matters such as major acquisition and divestment and related funding requirements. 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.
REPORT OF
CORPORATE GOVERNANCE
