ANNUAL REPORT 2015
17
Corporate Governance
Report
Jumbo Group Limited (the “Company”) and its subsidiaries (collectively the “Group”) are committed to achieving a high standard of corporate
governance, and to complying with the Code of Corporate Governance 2012 (the “Code”). The Company believes that good corporate governance
provides the framework for an ethical and accountable corporate environment, which will maximise long term shareholders’ value and protect the
interests of shareholders. This report describes the Group’s main corporate governance practices with specific references to the principles of the
Code.
The Company also refers to the disclosure guide (“Disclosure Guide”) issued by the Singapore Exchange Securities Trading Limited (the “SGX-ST”)
in January 2015 and has incorporated answers to the questions set out in the Disclosure Guide in this report.
Pursuant to the listing of the Company on the Catalist of the SGX-ST on 9 November 2015 up till the date of this Annual Report, the Group has
complied substantially with the principles and guidelines of the Code. Where there are deviations from the recommendations of the Code, we have
provided the reasons and explanations in relation to the Company’s practices, where appropriate.
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 principal role of the Board of Directors (the “Board”) is to:
set and direct strategic plans and performance objectives of the Group;
review the performance of management;
establish a proper risk management system to ensure that key potential risks faced by the Group are properly identified and managed;
conduct periodic reviews of the Group’s internal controls, financial performance, compliance practices and resource allocation;
approve financial plans, annual budgets and proposals for acquisitions, investments and disposals;
ensure the Group’s compliance with good corporate governance practices;
approve the nominations of Directors and appointment of key management personnel; and
set the Group’s values and standards, and ensure that obligations to shareholders and other stakeholders are understood and met.
Delegation by the Board
Board committees, namely the Nominating Committee (the “NC”), Remuneration Committee (the “RC”) and Audit Committee (the “AC”) have been
constituted to assist the Board in the discharge of specific responsibilities. The duties, authority and accountabilities of each committee are set
out in their respective written terms of reference. Further information on the roles and responsibilities of the NC, RC and AC are provided below.
Board Approval
Matters which specifically require the Board’s approval are:
annual budget;
corporate strategy and business plans;
major funding proposals and investments;
the appointment and remuneration packages of the Directors and management;
the Group’s quarterly, half-year and full-year financial result announcements;
annual report and accounts for each financial year;
