CORPORATE GOVERNANCE STATEMENT
26
The Board of Directors (the “
Board
”) of Mencast Holdings Ltd. (the “
Company
”) is committed to achieving
a high standard of corporate governance within the Company and its subsidiaries (the “
Group
”) and to
putting in place effective self-regulatory corporate practices to protect the interests of the Company’s
shareholders (“
Shareholders
”) and enhance long-term Shareholders’ value. The Company adopts
practices based on the Code of Corporate Governance 2012 (the “
Code
”). The Board is pleased to report
on the compliance of the Company with the Code except where otherwise stated and such compliance is
regularly reviewed to ensure transparency and accountability.
Principle 1: The Board’s Conduct of Its Affairs
The Board is collectively responsible for the long term success of the Company and works with
Management to achieve this objective and Management remains accountable to the Board.
Apart from its statutory duties and responsibilities, the Board supervises the management of the
businesses and affairs of the Group. The Board reviews and approves the Group’s strategic plans, key
operational initiatives, major funding and investment proposals, reviews management performance,
identifies the key stakeholder groups and recognises that their perceptions affect the Company’s
reputation, identifies principal risks of the Group’s businesses and establishes a framework of prudent
and effective controls which enables risks to be assessed and managed; sets the Company’s values
and standards (including ethical standards), and ensures that obligations to shareholders and other
stakeholders are understood and met as well as considers sustainability issues such as environmental
and social factors as part of its strategic formulation.
The Board is responsible for the approval of the quarterly results announcement, annual report and
accounts, major investments and fundings, material acquisitions and disposal of assets and interested
person transactions of a material nature.
To facilitate effective management, certain functions have been delegated by the Board to the following
committees:
• Audit Committee [“
AC
”]
• Nominating Committee [“
NC
”]
• Remuneration Committee [“
RC
”]
• Corporate Strategy and Communications Committee [“
CSCC
”]
These committees operate under clear defined terms of references and operating procedures. The
Chairman of the respective committees reports the outcome of the committee meetings to the Board.
The Board meets formally at least four times in a year. Besides the scheduled Board meetings, the Board
meets on an ad-hoc basis as warranted by particular circumstances. To assist the Board in fulfilling its
responsibilities, the Board will be provided with management reports containing complete, adequate and
timely information and papers containing relevant background or explanatory information required to
support the decision making process.
The Company’s Articles of Association also provides for telephone conference and video conferencing
meetings. When a physical meeting is not possible, timely communication with members of the Board
can be achieved through electronic means. The Board and Board Committees may also make decisions
through circulating resolution. Directors may, at any time, request for further explanation, briefings or
informal discussions on any aspect of the Group’s operations or business issues from Management.
