The Company is committed to a high standard of corporate governance to ensure effective self-regulation practices are in place to enhance corporate performance and accountability. This report outlines the Company’s corporate governance practices throughout the financial year ended 30 September 2024 (“FY2024”), with specific references made to the principles of the Code of Corporate Governance 2018 (the “Code”). Pursuant to Rule 710 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) (“SGX-ST Listing Manual”), the Board of Directors (the “Board”) confirms that the Company has for FY2024 complied with the Principles as set out in the Code. The Board also confirms that where there are deviations from the provisions of the Code, explanations for the deviation and how the Group’s practices are consistent with the intent of the relevant principle, are provided in the sections below: BOARD MATTERS The Board’s Conduct of its Affairs Principle 1: The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company. Principal Duties of the Board All Directors objectively discharge their duties and responsibilities at all times as fiduciaries in the best interests of the Company, and hold management accountable for performance. The Board oversees the business affairs of the Group, approves the financial objectives and the strategies to be implemented by the management of the Company (the “Management”) and monitors standards of performance and issues of policy. In addition to its statutory duties, the Board’s principal functions are: Provision 1.1 (i) supervising the overall management of the business and affairs of the Group and approving the Group’s corporate and strategic policies and direction; (ii) formulating and approving financial objectives of the Group and monitoring its performance such as reviewing and approving of financial results announcement and financial statements; (iii) overseeing the processes for evaluating the adequacy of internal controls and risk management including the review and approval of interested person transactions; (iv) assuming responsibility for corporate governance and compliance with the Companies Act 1967 and the rules and regulations of the relevant regulatory bodies; (v) evaluating performance of Management; (vi) reviewing and approving the remuneration framework for the Board and key executives; and (vii) considering sustainability issues e.g. environmental and social factors, as part of its strategic formulation. The Company’s Constitution requires a Director and, the Chief Executive Officer (or person(s) holding an equivalent position), who is in any way whether directly or indirectly interested in a contract or proposed contract with the Company, to declare the nature of his interest at a meeting of the Directors in accordance with Section 156 of the Companies Act 1967 (the “Act). A Director and, Chief Executive Officer (or person(s) holding an equivalent position), shall not vote in respect of any contract or proposed contract or arrangement with the Company in which he has a personal material interest, directly or indirectly, and shall not be counted in the quorum present at the meeting. Accordingly, the Board is obliged to exercise reasonable due diligence and independent judgement when making decisions. It sets appropriate tone-from-the-top and desired organizational culture and ensures proper accountability within the Group. When there is any conflict of interest, Directors will voluntarily recuse themselves from the discussions and decisions involving the issues of conflict. 24 KEONG HONG HOLDINGS LIMITED CORPORATE GOVERNANCE REPORT
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