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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 speci c reference made to the principles of the
Singapore Code of Corporate Governance 2012 (the “Code”).
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 long-term success of the company. The Board works
with Management to achieve this objective and Management remains accountable to the Board.
As at 31 December 2013, 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, monitoring managerial performance and reviews nancial
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, nancial controls, performances and resource
allocation;
•
Approving the Group’s strategic plans, key business initiatives, acquisition and disposal of assets, signi cant
investments and funding decisions and major corporate policies;
•
Overseeing the processes of risk management, nancial reporting and compliance and establish a framework
of prudent and effective controls which enables risks to be assessed and managed, including safeguarding of
shareholders’ interests and the Company’s assets;
•
Approving the release of the Group’s quarterly and full-year nancial results, related party transactions of
material nature and submission of the relevant checklists to the Singapore Exchange Securities Trading Limited
(“SGX-ST”);
•
Appointing directors and key management staff, including the review of their performances and remuneration
packages;
•
Reviewing and endorsing corporate policies in keeping with good corporate governance and business practice;
•
Identifying the key stakeholder groups and recognising that their perceptions affect the Company’s reputation;
•
Setting the Company’s values and standards (including ethical standards), and ensure that obligations to
shareholders and other stakeholders are understood and met; and
•
Considering sustainability issues, e.g. environmental and social factors, as part of its strategic formulation.
CORPORATE GOVERNANCE REPORT
19
Overseas Education Limited AR 2013
INVESTING IN EDUCATION