Page 25 - ar2012

CORPORATE GOVERNANCE
Overseas Education Limited (the “Company”) is committed to setting in place corporate governance practices to provide the
structure through which the objectives of protection of shareholders’ interests and enhancement of long term shareholders’
value are met.
This report outlines the Company’s corporate governance practices with specific reference made to the principles of the
Singapore Code of Corporate Governance 2005 (the “Code”).
Note: The Code continues to apply to annual reports relating to financial years commencing before 1 November 2012.
This report should be read as a whole, instead of being read separately under the different principles of the Code.
BOARD MATTERS
The Board’s Conduct of its 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 success of the company. The Board works with Management to
achieve this and the Management remains accountable to the Board.
At 31 December 2012, the Board of Directors (the “Board”) comprises 5 directors of whom 2 are executive directors and 3
are independent directors. The Board assumes responsibility for stewardship of the Group and is primarily responsible for the
protection and enhancement of long-term value and returns for shareholders. It supervises the management of the business and
affairs of the group, provides corporate direction, monitors managerial performance and reviews financial results of the Group.
The principal functions of the Board, apart from its statutory responsibilities, include:
• Providing entrepreneurial leadership and sets the overall strategy and direction of the Group;
• Overseeing the management of the Group’s business affairs, financial controls, performance and resource allocation;
• Approving the Group’s strategic plans, key business initiatives, acquisition and disposal of assets, significant investments
and funding decisions and major corporate policies;
• Overseeing the processes of risk management, financial reporting and compliance and evaluate the adequacy of internal
controls;
• Approving the release of the Group’s quarterly and full-year financial results, related party transactions of material nature
and the submission of the relevant checklists to the Singapore Exchange Securities Trading Limited (“SGX-ST”);
• Appointing directors and key management staff, including the review of performance and remuneration packages; and
• Reviewing and endorsing corporate policies in keeping with good corporate governance and business practice.
To ensure that specific issues are subject to considerations and review before the Board makes its decisions, the Board has
established 3 board committees, namely, the Audit Committee (AC), Nominating Committee (NC) and Remuneration Committee
(RC), which would make recommendations to the Board. These committees which operate within clearly defined terms of
reference, play an important role in ensuring good corporate governance in the Company and within the Group.
The Company was formally admitted to the Official List of the SGX-ST on 7 February 2013. The Company held its first Board
meeting on 8 March 2013. The Company’s Articles of Association provide for meetings of the directors to be held by means of
telephonic conference or other methods of simultaneous communication be it electronic or telegraphic means when necessary.
The Board also approves transactions through circular resolutions which are circulated to the Board together with all relevant
information to the proposed transaction.
2 Overseas Education Limited AR 2012
Investing In Education
W130220- OEL AR p23-24.indd 23 26/3/13