21
Report on
Corporate Governance
The Board of Directors (the
“
Board
”
) and the management (the
“
Management
”
) of LHN Limited (the
“
Company
”
and together with its subsidiaries
,
the
“
Group
”
) are committed to maintain a high degree of corporate governance
and transparency for the benefit of all its stakeholders
.
For the financial year ended 30 September 2015
(
“
FY2015
”
)
,
the Board and Management are pleased to confirm that the Company has adhered to the principles
and guidelines of the Code of Corporate Governance 2012 (the
“
Code
”
) where applicable
,
pursuant to Rule 710
of the Listing Manual Section B
:
Rules of Catalist (the
“
Catalist Rules
”
) issued by the Singapore Exchange
Securities Trading Limited (
“
SGX-ST
”
)
.
This report outlines the Company
’
s corporate governance processes and structure that were in place during
FY2015
,
with specific reference to the principles and guidelines of the Code and the disclosure guide developed
by the SGX-ST in January 2015 (the
“
Guide
”
)
.
Where there is a deviation from the Code and/or the Guide
,
proper
explanation has been provided
.
(A) BOARD MATTERS
Principle 1 – The Board
’
s Conduct of its Affairs
The Board oversees the corporate policy and overall strategy for the Group
.
The principal roles and
responsibilities of the Board
,
amongst others
,
include
:
(a) Oversees the overall strategic plans including sustainability and environmental issues as part of its
strategic formulation
,
strategic human resources framework
,
and financial objectives of the Group
;
and
(b) Oversees and safeguards shareholders
’
interest and the Company
’
s assets through a robust system of
effective internal controls
,
risk management
,
financial reporting and compliance
.
The Board is the highest authority of approval and specific functions of the Board are either carried out by
the Board or through various committees established by the Board
,
namely
,
the Audit Committee (the
“
AC
”
)
,
the Nominating Committee (the
“
NC
”
) and the Remuneration Committee (the
“
RC
”
) (collectively
,
the
“
Board
Committees
”
)
.
Each committee has the authority to examine issues relevant to their term of references
and to make fair
,
proper and appropriate recommendations to the Board when required
.
The ultimate
responsibility for the final decision on all matters
,
however
,
lies with the entire Board
.
The Board has in place an authority matrix to provide guidelines on the approval for material transactions
.
Matters that require the Board
’
s approval include
,
amongst others
,
the following
:
• Board authorisation limits
;
• Appointment and re-election of Directors at general meeting
;
• Salaries and benefits/allowances of the members of the Board and key management personnel
;
• Evaluation and approval of investments
,
mergers and acquisitions (
“
M&A
”
) transactions and divestments
;
• Significant capital expenditure
;
• Public announcements and responses to the SGX-ST/regulators
,
if any
;
• Dividend decisions
;
and
• Auditor
’
s reports if deemed satisfactory and free of material errors after review
.
