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BAKERTECHNOLOGYLIMITED
ANNUALREPORT2013
CorporateGovernance
sustain
Baker Tech received a Bronze award for Best Annual Report for companies under $300million inmarket capitalisation at the
2013SingaporeCorporateAwards,making it the third consecutive year that theGrouphaswonanaward in this category. The
award recognises excellence in thepresentationof financial reporting, high level of corporatedisclosures and transparency. For
the years 2009 to2011, theGroupwon awards in the “BestManagedBoard” category including the prestigiousGoldAward
in 2011. The Singapore Corporate Awards, organised by The Business Times and supported by The Singapore Exchange, aim
to showcaseandhonour excellence in shareholder communications and corporategovernanceamongst SGX-listed companies.
Since the inception of the Governance and Transparency Index (“GTI”), co-published by The Business Times and the NUS
Corporate Governance and Financial Reporting Centre, Baker Tech has applied the GTI as a yardstick and continues to strive
for improvement in its score. In doing so, the Group has aligned itself with corporate governance best practices. Baker Tech
attained a score of 61 in the 2013 issue, a vast improvement from its score of 35 in the inaugural 2009 issue. The 2013 score
placed theGroup in 52
nd
place out of over 600 companies.
The revisedCodeofCorporateGovernance2012 (the“Code”) is applicable in respect of theCompany’sAnnual Report for the
financial year ended31December 2013 (“FY2013”). This report describes theCompany’s corporategovernancepracticeswith
specific reference to theCode, except as otherwise explained in the report.
BOARDMATTERS
Principle 1: TheBoard’s Conduct of Affairs
The Board supervises the overall management of the business and affairs of theGroup. The Board also sets theGroup’s values
and standards and ensures its obligations to all shareholders andother stakeholders are understood andmet.While the Board
remains responsible for providingoversight in thepreparation andpresentationof thefinancial statements, it has delegated to
Management the task of ensuring that the financial statements are drawn up and presented in compliancewith the relevant
provisions of the Singapore Companies Act, Cap. 50 and the Singapore Financial Reporting Standards. The Board delegates
responsibility to theChief ExecutiveOfficer tomanage the business of theGroup and to its various BoardCommittees todeal
with the specific areas describedhereinafter.
The Group has adopted internal guidelines regardingmatters that require Board approval. These include approval of annual
budgets, board policies, strategies and financial objectives of the Group, financial statements, declaration of dividends and
material transactions such asmajor investment or acquisition, divestments and funding proposals.
The Board has established three (3) Board Committees to assist the Board in discharging its duties and responsibilities. The
Board Committees are the Audit Committee, the Remuneration Committee and the Nominating Committee. Each Board
Committee has its own specific terms of reference settingout the scope of its duties and responsibilities, rules and regulations
and procedures governing themanner inwhich it is tooperate and howdecisions are tobe taken.
TheGroup has anAuthorityMatrix that defines the procedures and levels of authorisation required for specified transactions
and sets out approval limits for operating and capital expenditure. This matrix is reviewed on a regular basis and accordingly
revisedwhen necessary.
The dates of Board and Board Committee meetings as well as annual general meeting are scheduled one year in advance.
Inaddition to these scheduledmeetings, ad-hocBoardandBoardCommitteemeetingsarealsoheldasandwhencircumstances
require. Telephonic attendance and conference via audio-visual communication at Board and Board Committeemeetings are
allowed under theCompany’s Articles of Association. In 2013, the Boardmet eight times.
