Principle 1: Lay solid foundations for management and oversight


Recommendation 1.1


The Directors are responsible to the shareholders for the performance of the Company in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Company as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Company is properly managed.


The implementation of the corporate strategy and policy initiatives are undertaken by the Board of the Parent Company and day to day management of the Group’s affairs are handled by the controlled entities concerned. All the controlled entities have their own CEO.


Recommendation 1.2


The Company conducts background and reference checks on a candidate’s education, character, experience and criminal record prior to the appointment of the candidate as a director.


The Company ensures that all material information which is relevant to the shareholder’s decision whether to elect or re-elect a director is provided in the notice of the General Meeting holding the resolution to elect or re-elect the Director.


Recommendation 1.3


The Company filed an agreement to all directors and senior executive that set out the description of their position, duties and responsibilities, the circumstance in which their service may be terminated.


Recommendation 1.4


The Company appointed a Company Secretary advising the board on governance matters. The Company Secretary is accountable directly to the board and is responsible for the Group’s secretarial and corporate matter and monitors the various rules.


Recommendation 1.5


The Company is a standalone company with no employees and no associated entities in Australia, it is not covered under Equal Opportunity for Women in the Workplace Act.


 

Recommendation 1.6:


The Chairman is responsible for evaluation of performance of the member of the Board.

The review is currently informal but is based on a review of goals for the Board and individual Directors. The goals are based on corporate requirements and any areas for improvement that may be identified. The Chairman will provide each Director with confidential feedback on his performance.


 

Recommendation 1.7

 

The Board of each of the controlled entity is responsible for evaluating the performance of the seniow executives. Induction procedures are in place and senior executives have formal job descriptions whcih the process for evaluating their performance are being prepared and adopted by the Board of the Companies concerned.

Principle 2: Structure the board to add value


Recommendation 2.1


A Nomination Committee has not been established.


The role of the Nomination Committee has been assumed by the Board because of the size of the Company. The Board devotes time at board meetings to discuss board succession issues, and members of the Board are involved in the Company’s nomination process. It is the Board’s intention to comply with its policy at a time when the size of the Company and its activities warrants such a structure.


Recommendation 2.2


The Company does not maintain a formal board skill matrix. The current Board members represent individuals that have extensive industry experience as well as professionals that bring to the Board their specific skills in order for the company to achieve its objectives.  A profile of each Director containing their skills, experience and expertise is set out in the Director’s report.


Recommendation 2.3


The only Independent Director of the Company is Mr. Manuel SIN. Mr. Manuel SIN does not have any interest, position, association or relationship of the type described in 2.3 of Corporate Governance Principles and Recommendations.


Recommendation 2.4


The Chair of the Board is Mr. Lam Mui Sang, who is not independent.


It is the Board’s intention to comply with its policy at a time when the size of the Company and its activities warrants such a structure.


No CEO is appointed in the Company, but independent CEO is appointed for each controlled entity.


Recommendation 2.6


The Company has a program for inducting new directors. The Chair or the Board will provide information covering all aspects of the Company’s activities and operations to a new director. The new director may access the Company’s record and directly communicate with the management.


All directors are encouraged to have continual professional development. Directors are provided with access to resources and training regarding their roles and skills gaps that are identified.


Principle 3: Act ethically and responsibly


Recommendation 3.1


The Company is in the process of finding a Code of Conduct that applies to all Directors, senior executives and employees of the Group.


Principle 4: Safeguard integrity in corporate reporting


Recommendation 4.1


Due to the size of the Company, an Audit Committee has not been established. The role of Audit Committee has been assumed by the Board.


The Board devote time at board meetings to fulfill the roles and responsibilities in relation to the maintaining of the Company’s internal audit function and the appointment and removal of the external auditor and the rotation of the audit engagement partner. It is the Board’s intention to comply with its policy at a time when the size of the Company and its activities warrants such a structure.


Recommendation 4.2


The Company receives from the Board/Company Secretary/Financial Controller/those who collectively fulfil the functions of chief executive officer and chief financial officer the appropriate declaration that in their opinion that the financial records have been properly maintained and comply with the appropriate accounting standards.


Recommendation 4.3


The Company’s external auditor does not attend the Company’s annual general meeting to answer shareholder questions; however the Company will facilitate any questions from shareholders in the annual general meeting.


Principle 5: Make timely and balanced disclosure


Recommendation 5.1


The Group’s Company Secretary and the Company’s lawyer are delegated with the responsibility to monitor closely the various rules and regulations governing the Company to ensure timely submission and disclosure of all material matters, financially or otherwise, in compliance with Company Act.


Regular meetings are held with auditors to assume control over the fairness, independence and adequacy of disclosures of the financial statements of the Economic Entity.


The Company will inform the shareholders the financial result and all business outlook timely by means of lodgment to the AAK’s website.


Principle 6: Respect the rights of security holders


Recommendation 6.1


The Company’s website is www.aakch.com. Information about the Company and its operation can be found on the website.


Recommendation 6.2


The Company does not have a formal investor relations program. However, The Board aims to ensure that the shareholders, on behalf of whom it acts, are informed of all information necessary to assess the performance of the Directors through annual report, general meeting, continuous disclosure releases and company website. Also, shareholders are able to contact the company secretary or board directly should they have any queries or comments.


Recommendation 6.3


The Company has no formal process in place to facilitate and encourage participation at meeting of security holders. However, the Company encourages shareholders to participate in the Company’s general meeting and other meetings.


Recommendation 6.4


The Company does not currently have the facilities to send and receive correspondence electronically with shareholders. However, shareholders can email or otherwise contact the Company by visiting the Company’s website if they have any quires or comments.


Principle 7: Recognize and manage risk


Recommendation 7.1


Due to the size and nature of the operations of the Company, the Board does not have a separate risk management committee. The role of the risk management committee is undertaken by the Board. It is the Board’s intention to comply with its policy at a time when the size of the Company and its activities warrants such a structure.


Recommendation 7.2


Management designs, implements and maintains risk management and internal control systems to manage the Company’s material business risks. The board and management continuously assess the risks facing and consult among themselves to establish a consensus on acceptable levels of risk and measures for managing risks. In view of the informal and continuous nature of the company’s risk management processes, there is no periodic review of the risk management framework.


Recommendation 7.3


Due to the size and nature of the operations of the Company, no internal audit function exists. All functions, roles and responsibilities with regard to risk oversight and management and internal control are undertaken by management.


As part of the monthly reporting procedure, management report to the Board confirming that those risks are being managed effectively.


The Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives.


Recommendation 7.4


The overall basis for risk management is to provide recommendations about:


Assessing the internal processes for determining and managing key risk areas, particularly:


ž    Non-compliance with laws, regulations, standards and best practice guidelines, including environmental and industrial relations laws; and


ž    Litigations and claims


ž    Ensuring that the Company has an effective risk management system and that major risks to the Company are reported at least annually to the Board.


Receiving from management reports on all suspected and actual frauds, thefts and breaches of laws.


Principle 8: Remunerate fairly and responsibly


Recommendation 8.1


Due to the size of the Company, a Remuneration Committee has not been established. The role of the Remuneration Committee is undertaken by the Board. It is the Board’s intention to comply with its policy at a time when the size of the Company and its activities warrants such a structure.


Recommendation 8.2


Non-executive Directors are remunerated at a fixed fee for time, commitment and responsibilities. Remuneration for non-executive Directors is not linked to the performance of the Company.


Executive Directors and senior executives of the controlled entities are offered a competitive level of base pay at market rates and are reviewed annually to ensure market competitiveness.


Remuneration paid to executives and staffs is reviewed periodically by management of the controlled entities concerned, in accordance with the performance evaluation result in the individual case. No separate review is conducted for the Company as it has no executives at Parent Company level.


Recommendation 8.3


The Company’s Trading Policy is for all Directors, senior executives and employees of the Group to notify the Group’s Company Secretary of all transactions involving buying or selling of the Company’s share for a value of over A$100,000 and they are all prohibited from making any purchase or sale 30 days before and the day after reporting or announcing the Group’s result.


脚注信息
Copyright(C)2009-2012 Building Materials company
脚注栏目