SEO Version
A M A R Q U E A B O V E T H E R E S T
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E U R O S P O R T S G L O B A L L I M I T E D
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2 0 1 4 A N N U A L R E P O R T
Material information is disclosed in a comprehensive, accurate and timely manner via SGX-NET. To ensure a level
playing field and provide confidence to shareholders, unpublished price sensitive information is not selectively
disclosed. In the event that unpublished material information is inadvertently disclosed to any selected group in
the course of the Group’s interactions with the investing community, a media release or announcement will be
released to the public via SGX-NET.
The Company engaged August Consulting as the dedicated investor relations team to focus on facilitating
communications with shareholders and analysts on a regular basis and attending to their queries and concerns.
The Company has proposed a tax-exempt one-tier first and final dividend of 2.8 cents per ordinary share for
FY2014 for the approval by shareholders at the AGM.
Conduct of Shareholder Meetings
Principle 16: Companies should encourage greater shareholder participation at general meetings of
shareholders, and allow shareholders the opportunity to communicate their views on various matters affecting
the Company.
The Group supports and encourages active shareholder participation at general meetings. The Board believes
that general meetings serve as an opportune forum for shareholders to meet the Board and key management
personnel, and to interact with them. Information on general meetings is disseminated through notices in the
annual reports or circulars sent to all shareholders. The notices are also released via SGX-NET and published in
local newspapers, as well as posted on the Company’s website.
The Company’s Articles of Association allows all shareholders to appoint not more than two proxies to attend
general meetings and vote on their behalf. The Company’s Articles of Association also allows investors, who holds
shares through nominees such as CPF and custodian banks, to attend and vote at the general meetings without
being constrained by the two-proxy rule. As the authentication of shareholder identity information and other
related security issues still remain a concern, the Group has decided, for the time being, not to implement voting
in absentia by mail, email or fax.
The Company Secretary, with the assistance of his representative, prepare minutes of shareholders’ meetings,
which incorporate substantial comments or queries from shareholders and responses from the Board and the
Management. These minutes are available to shareholders upon request.
The Board will adhere to the Catalist Rules where all resolutions are to be voted by poll for general meetings held
on or after 1 August 2015.
(E) Additional Information
Dealings in Securities
In compliance with Rule 1204(19) of the Catalist Rules, the Company has issued a directive to all employees and
directors not to deal in the Company’s securities one month before the announcement of half year and full year
results and ending on the date of the announcement of the relevant results. Reminders are sent via email to remind
all directors and employees. The Company has conducted staff briefing to explain the Company’s policy on this
matter. In addition, the directors and employees are advised not to deal in the Company’s securities on short term
considerations and are expected to observe the insider trading laws at all times even when dealing in securities
within the permitted trading periods. The Board will be kept informed when a director trades in the Company’s
securities. In view of the processes in place, in the opinion of the directors, the Company has complied with Rule
1204(19) of the Catalist Rules on dealings in securities.
CORPORATE
GOVERNANCE REPORT
Internal Audit
Principle 13: The Company should establish an effective internal audit function that is adequately resourced
and independent of the activities it audits.
The Board recognises the importance of maintaining an internal audit function to maintain a sound system of
internal controls within the Group to safeguard shareholders’ investments and the Group’s assets. The Audit
Committee has the responsibility to review the adequacy of the internal audit function annually, review the internal
audit program and ensure co-ordination between internal auditor, external auditor and the Management. The
objective of the internal audit function is to provide an independent review on the adequacy and effectiveness of
the Group’s internal controls and provide reasonable assurance to the Audit Committee on the Group’s controls
and governance processes.
The internal audit function is outsourced to BDO LLP who report primarily to the Audit Committee. BDO LLP is
an international auditing firm and they perform their work based on the BDO Global Internal Audit Methodology
which is consistent with the International Standards for the Professional Practice of Internal Auditing established
by the Institute of Internal Auditors.
The Audit Committee reviews and approves the internal audit plan submitted by the internal audit function. On
an ongoing basis, the internal audit function reports to the Audit Committee any significant weaknesses and risks
identified in the course of internal audits conducted. Recommendations to address internal control weaknesses
are further reviewed by the internal audit function based on implementation dates agreed with the Management.
(D) Shareholder Rights and Responsibilities
Shareholder Rights
Principle 14: Companies should treat all shareholders fairly and equitably, and should recognize, protect
and facilitate the exercise of shareholders’ rights, and continually review and update such governance
arrangements.
The Company recognises the importance of maintaining transparency and accountability to its shareholders.
The Board ensures that all shareholders are treated equitably and the rights of all shareholders, including non-
controlling shareholders, are protected. All the necessary disclosures required by the Catalist Rules will be made
in public announcements, press releases and annual reports to shareholders.
The Company is committed to providing shareholders with adequate, timely and sufficient information pertaining
to changes in the Group’s business which could have a material impact on the Company’s share price.
The Company strongly encourages shareholder participation during the AGM which will be held in a central
location in Singapore. Shareholders are able to proactively engage the Board and the Management on the Group’s
business activities, financial performance and other business related matters.
Communications with Shareholders
Principle 15: Companies should actively engage their shareholders and put in place an investor relations
policy to promote regular, effective and fair communication with shareholders.
The Company is committed to maintaining high standards of corporate disclosure and transparency. The Company
values dialogue sessions with the shareholders. The Company believes in regular, effective and fair communication
with shareholders and is committed to hearing shareholders’ views and addressing their concerns.
CORPORATE
GOVERNANCE REPORT
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