SEO Version
A M A R Q U E A B O V E T H E R E S T
30
E U R O S P O R T S G L O B A L L I M I T E D
31
2 0 1 4 A N N U A L R E P O R T
All directors exercise due diligence and independent judgement, and make decisions objectively in the best
interest of the Group. At the date of this report, the members of the Board and their membership on the Board
Committees of the Company are as follows:
Director
Board Appointment
Audit
Committee
Nominating
Committee
Remuneration
Committee
Melvin Goh Executive Chairman and Chief Executive
Officer (“
CEO
”)
–
–
–
Andy Goh
Executive Director and Deputy CEO
–
–
–
Lim Kim Quee Non-Executive and Independent Director
Member
Member
Chairman
Ng Tiak Soon Non-Executive and Lead Independent
Director
Chairman
Member
Member
Tan Siok Sing Non-Executive and Independent Director
Member
Chairman
Member
Delegation by the Board
The Board has delegated certain functions to various Board Committees, namely the Audit Committee, Nominating
Committee and Remuneration Committee. Each of the various Board Committees has its own written terms of
reference and whose actions are reported to and monitored by the Board. The Board accepts that while these
various Board Committees have the authority to examine particular issues and will report back to the Board with
their decisions and/ or recommendations, the ultimate responsibility on all matters lies with the Board.
Key features of board processes
The dates of Board and Board Committee meetings, as well as Company’s Annual General Meeting (the “
AGM
”),
are scheduled in advance at the beginning of each calendar year. To assist directors in planning their attendance,
the Company Secretary consults every director before fixing the dates of these meetings. The Board conducts
regular scheduled meetings at least twice a year and as warranted by particular circumstances. Ad hoc meetings
are also convened to deliberate on urgent substantive matters. Telephone attendance or by means of similar
communication equipment at Board and Board Committee meetings are allowed under the Company’s Articles of
Association.
Directors’ attendance at Board and Board Committee meetings held since Initial Public Offering (“IPO”)
The Company was listed on 17 January 2014. The details of the number of Board and Board Committees Meetings
held since IPO, as well as the attendance of each director at those meetings, are disclosed below:
Board Meetings
Audit Committee
Meetings
Nominating
Committee Meetings
Remuneration
Committee Meetings
No. held
No.
attended No. held
No.
attended No. held
No.
attended No. held
No.
attended
Melvin Goh
2
2
2*
2*
2*
2*
2*
2*
Andy Goh
2
2
2*
2*
2*
2*
2*
2*
Lim Kim Quee
2
2
2
2
2
2
2
2
Ng Tiak Soon
2
2
2
2
2
2
2
2
Tan Siok Sing
2
2
2
2
2
2
2
2
Note:
( * ) Attended as invitees
CORPORATE
GOVERNANCE REPORT
EuroSports Global Limited (the “
Company
”) and its subsidiaries (collectively, the “
Group
”) is committed to
maintaining a high standard of corporate governance in complying with the Code of Corporate Governance 2012
(the “
Code
”) which forms part of the continuing obligations of the Singapore Exchange Securities Trading Limited
(“
SGX-ST
”) listing rules.
In line with the commitment by the Company to maintaining high standards of corporate governance, the Company
will continually review its corporate governance processes to strive to fully comply with the Code. The Board is
pleased to report compliance of the Company with the Code where applicable except otherwise stated.
(A) 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.
The Board’s primary role is to provide effective leadership and direction to enhance the long-term value of the
Group to its shareholders and other stakeholders. The Board oversees the business affairs of the Group.
The Board is also responsible for the following corporate matters:
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initiatives, major funding and investment proposals, financial performance reviews and corporate governance
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and other stakeholders are understood and met;
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CORPORATE
GOVERNANCE REPORT
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