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All directors objectively discharge their duties and responsibilities at all times as duciaries in the interests of the Company.
To ensure that speci c 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 operate within clearly de ned
terms of reference, play an important role in ensuring good corporate governance in the Company and within the Group.
The Company has since its of cial listing on the SGX-ST on 7 February 2013, held its Board meeting on a quarterly basis.
The Company’s Articles of Association (the “Articles”) provide for the 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.
The frequency of meetings and the attendance of each director at every board and board committee meeting for the
nancial year ended 31 December 2013 are disclosed in the table re ected below:
Attendance Report of Directors
Types of
Meetings
Names of
Directors
Board
Audit Committee
Nominating
Committee
Remuneration
Committee
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
David Alan Perry
5
5
NA
NA
2
2
NA
NA
Wong Lok Hiong
5
5
NA
NA
NA
NA
NA
NA
Ho Yew Mun
5
5
5
5
2
2
2
2
Leow Wee Kia Clement
5
5
5
5
2
2
2
2
Tan Teng Muan
5
5
5
5
2
2
2
2
Training
The Company will conduct brie ng and orientation programs for new directors to familiarise themselves with the Company’s
structure and organisation, businesses and governance policies. Upon appointment, the Company will provide each
newly appointed director a formal letter and will be briefed by the Executive Chairman and Chief Executive Of cer (“CEO”)
and/or key management personnel of the Company on the business activities of the Group and its strategic directions,
as well as their duties and responsibilities as directors. The aim of the orientation program is to give directors a better
understanding of the Company’s businesses and allow them to assimilate into their new roles. New directors are also
informed about matters such as the Code of Dealing in the Company’s securities. Changes to regulations and accounting
standards are monitored closely by the Management. In order to keep pace with such regulatory changes, the Company
will provide opportunities for ongoing training on Board processes and best practices as well as any updates on changes
in legislation and nancial reporting standards, regulations and guidelines from SGX-ST that affect the Company and/or
the directors in discharging their duties effectively.
Authority
The authority for approval of,
inter alia
, the following transactions rest with the Board:
•
Approval of quarterly and full year results announcements for release to the SGX-ST;
•
Approval of annual reports and audited nancial statements;
•
Convening of shareholders’ meetings;
•
Approval of corporate strategies;
•
Approval of material acquisitions and disposal of assets;
•
Approval of major investment and funding decisions;
•
Issuance of shares or declaration of dividends; and
•
Approval of announcements or press release concerning the Group for release to the SGX-ST.
CORPORATE GOVERNANCE REPORT
Overseas Education Limited AR 2013
INVESTING IN EDUCATION
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