18
JUMBO GROUP LIMITED
Corporate Governance
Report
material acquisitions and disposals of assets;
share issuances, interim dividends and other returns to shareholders; and
matters involving a conflict of interest for a substantial shareholder or a Director.
While matters relating to the Group’s strategies and policies require the Board’s direction and approval, management is responsible for the day-
to-day operations and administration of the Group.
Board and Board Committees Meetings
The schedule of all Board and Board committees meetings and the Annual General Meeting (“AGM”) for each financial year is planned well in
advance, in consultation with the Directors. The Board meets at least four (4) times a year at regular intervals and on an ad hoc basis, as and
when circumstances require. Tele-conferencing at Board meetings is allowed under the Company’s Articles of Association.
As the Company was listed on the Catalist of the SGX-ST on 9 November 2015, there were no Board and/or Board committees meetings held
in the financial year ended 30 September 2015 (“FY2015”). Nonetheless, the Board attended various verification and due diligence meetings,
together with other professional advisers involved in the initial public offering (“IPO”) of shares in the share capital of the Company (where
applicable), for the purpose of verifying the information contained in the Company’s Offer Document dated 28 October 2015.
Board Orientation and Training
A formal letter of appointment is provided to every new Director, setting out his duties and obligations. A new Director will also be provided
briefings to familiarise him with the Group’s business, operations, structure and governance practices relating to,
inter alia
, disclosure of interests
in the Company’s securities, prohibition on dealings in the Company’s securities and restrictions on the disclosure of price-sensitive information.
For new Directors who do not have prior experience as a director of a public listed company in Singapore, they will attend training courses
organised by the Singapore Institute of Directors or other training institutions in areas such as accounting, legal and industry-specific knowledge,
where appropriate, in connection with their duties.
All Directors are also provided with briefings and updates in areas such as corporate governance, changes to laws and regulations pertaining to
the Group’s business and operations, and changes in financial reporting standards, so as to enable them to properly discharge their duties as
Board or Board committee members.
Further, in order to provide our Independent Directors with a better understanding of the Group’s business and operations, the Company conducts
visits to the Group’s headquarters, including its Central Kitchen, and its various food and beverage (“F&B”) outlets. Directors can also request
further briefings or information on any aspect of the Group’s business or operations from management.
Board Composition and Guidance
Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgment on
corporate affairs independently, in particular, from management and 10% shareholders
1
. No individual or small group of individuals
should be allowed to dominate the Board’s decision making.
Board Composition
Currently, the Board comprises six Directors, three of whom are independent, which complies with the Code’s guideline on the proportion of
Independent Directors on the Board. The Board is constituted as follows:
Mr. Ang Kiam Meng
(CEO and Executive Chairman)
Mdm. Tan Yong Chuan, Jacqueline
(Executive Director)
Mrs. Christina Kong Chwee Huan
(Executive Director)
Mr. Tan Cher Liang
(Lead Independent Director)
Dr. Lim Boh Soon
(Independent Director)
Mr. Richard Tan Kheng Swee
(Independent Director)
As our Independent Directors make up half of the Board, there is a strong and independent element on the Board and no individual or small group
of individuals dominate the Board’s decision-making process.
1
The term “
10% shareholder
” shall refer to a person who has an interest or interests in one or more voting shares in the Company and the total votes
attached to that share, or those shares, is not less than 10% of the total votes attached to all the voting shares in the Company. “
Voting shares
” exclude
treasury shares.
