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TEHO INTERNATIONAL INC LTD.
Annual Report 2016
REPORT
OF CORPORATE GOVERNANCE
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”).
STATEMENTOF COMPLIANCE
The Board confirms that for the financial year ended 30 June 2016 (“FY2016”), the Company
has generally adhered to the principles and guidelines set out in the Code save as otherwise
explained below.
BOARDMATTERS
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, annual report and financial
statements;
•
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 policywhereby
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 hocmeetings involving the Board andmanagement are held regularlyto 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 Constitution
provides for meetings of directors to be held by means of telephone conference or other
methods of simultaneous communication by electronic or other means.
