15
GRAND BANKS YACHTS LIMITED
ANNUAL REPORT
2016
CORPORATE GOVERNANCE REPORT
1.3 The Board may delegate the authority to make decisions
to any board committee but without abdicating its
responsibility. Any such delegation should be disclosed.
The Board delegates the implementation of business
policies and day-to-day operations to the Chief
Executive Officer (CEO) and the Group’s management
team.
The Board has established a Nominating Committee, a
Remuneration Committee and a Risk Management and
Audit Committee to facilitate the discharge of certain
of its responsibilities. All the Board Committees are
actively engaged and play an important role in ensuring
corporate governance of the Group. All Committee
recommendations are subsequently reviewed by the
entire Board.
Please refer to Table A for Board and Board Committees.
1.4 The Board should meet regularly and as warranted by
particular circumstances, as deemed appropriate by the
board members. Companies are encouraged to amend their
Articles of Association (or other constitutive documents) to
provide for telephonic and video-conference meetings. The
number of meetings of the Board and Board Committees
held in the year, as well as the attendance of every board
member at these meetings, should be disclosed in the
Company’s Annual Report.
The Board held five meetings in the financial year
ended 30 June 2016 including ad hoc Board meetings
held whenever the Board’s guidance or approval was
required, outside of the scheduled Board meetings.
The number of Board and Committee meetings and
the record of attendance of each director during the
financial year ended 30 June 2016 are set out in Table
B. In addition, the Board held several conference calls
throughout the year to expedite decision-making on
critical areas. The Board and Board Committees also
make decisions through circulating resolutions.
Dates of Board, Board Committees and Annual General
Meetings are scheduled in advance in consultation with
all of the Directors. A Director who is unable to attend
a Board or Committee meeting in person is invited
to participate in the meeting via telephone or video
conference.
1.5 Every company should prepare a document with guidelines
setting forth:
(a)
The matters reserved for the Board’s decision; and
(b)
Clear direction to Management on matters that must
be approved by the Board.
The types of material transactions that require board
approval under such guidelines should be disclosed in the
Company’s Annual Report.
Matters which specifically require the Board’s approval
or guidance are those involving: material acquisitions
and disposals of assets; material new investments,
borrowings, corporate or financial restructuring; share
issuances, dividends and other returns to shareholders;
establishment of strategies and objectives; setting
the Group’s budget and financial plans; monitoring
financial and management performances; authorizing
executive compensation; evaluating internal controls
and risk management; approving quarterly and year-end
financial reports as well as commitments to banking
facilities granted by financial institutions and overseeing
corporate governance.
