The Directors and Management of MFS Technology Ltd (the "Company") are committed to high standards of corporate governance and have adopted the principles set out in the Code of Corporate Governance (the "Code") which forms part of the Continuing Obligations of the Listing Manual of the Singapore Exchange Securities Trading Limited's ("SGX-ST"). Where there are deviations from the Code, appropriate explanations are provided.
THE BOARD'S CONDUCT OF AFFAIRS
Principle 1
The principal functions of the Board are:
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providing entrepreneurial leadership and approving board policies, corporate strategies, key operational initiatives, financial objectives of the Group and monitoring the performance of Management;
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overseeing the processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance;
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ensuring the Group's compliance with laws, regulations, policies, directives, guidelines and internal code of conduct;
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approving the nomination of directors and appointment of key personnel;
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approving annual budgets, major funding, investments and divestment proposals;
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approving the remuneration packages for the Board and key executives;
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ensuring accurate, adequate and timely reporting to, and communication with shareholders; and
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assuming the role for the satisfactory fulfilment of social responsibilities of the Group.
Certain functions have been delegated by the Board to three main Sub-Committees (Audit, Nominating and Remuneration Committees), which operate under clearly defined terms of reference. The Chairman of the respective Committees reports the outcome of Committee meetings to the Board.
Matters that are specifically reserved for the full Board to decide are those involving a conflict of interest for a substantial shareholder or a director, material acquisitions and disposal of assets, corporate or financial restructuring and share issuances, dividends and other returns to shareholders and matters that require Board approval.
The Board conducts scheduled meetings on a quarterly basis. Ad-hoc meetings are convened when circumstances require.