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Baker Technology LimitedAnnual Report 2014
CORPORATE
GOVERNANCEREPORT
Baker Technology Limited (the “Company” or “Baker Tech”) and its subsidiaries (collectively, the “Group”)
are committed to observing high standards of corporate governance and promoting corporate transparency
accountability and integrity toenhance shareholders’ value.
TheCompanywas once again aGold award recipient in the “BestManagedBoard” category (for companies under
$300 million in market capitalisation) at the 2014 Singapore Corporate Awards having previously received the
prestigiousGoldaward in2011andSilver in2010.TheSingaporeCorporateAwards,organisedbyTheBusinessTimes
andsupportedbyTheSingaporeExchange, aim toshowcaseandhonourexcellence inshareholder communications
andcorporategovernanceamongstSGX-listedcompanies. Inaddition, theCompany receivedaSilveraward forBest
Annual Report for companies under $300million inmarket capitalisation at the 2014 SingaporeCorporateAwards,
making it the fourth consecutive year that the Group has won an award in this category. The award recognises
excellence in thepresentationof financial reporting, high level of corporatedisclosures and transparency.
This report sets out theCompany’s corporategovernancepractices for the financial year ended 31December 2014
(“FY2014”), with specific reference to theprinciples andguidelines of theCodeof CorporateGovernance 2012 (the
“Code”). The Company has adhered to such principles and guidelines, where applicable, and has identified and
explained areas of non-compliance in this report.
BOARDMATTERS
Principle 1: TheBoard’sConduct of Affairs
Board’s Role
TheBoardoversees theoverallmanagement andbusinessaffairsof theGroup. TheBoardalso sets theGroup’s valuesand
standards toensureobligations toshareholdersandotherstakeholdersareunderstoodandmet. Itsprimary functionsare to
approve thebroadpolicies, strategiesandfinancial objectivesof theGroupandmonitor theperformanceofManagement,
consider the sustainability issues as part of its strategic formulation, oversee theprocesses for evaluating the adequacy of
internal controls, riskmanagement, financial reportingandcomplianceandassume responsibility forcorporategovernance.
TheBoarddelegates the formulationofbusinesspoliciesandday-to-daymanagement to theExecutiveDirectors.
Independent Judgment
In discharging their fiduciary duties, all Directors are expected to exercise independent judgment andmake decisions
objectively in thebest interest of theCompany. ADirectorwho is interested ina transactionor proposed transactionwill
declare his interest and also abstain fromdeliberation anddecisionmaking. Independence is an important criterion for
theNominatingCommittee’sevaluationof theperformanceofeachDirectorand the individualDirector’sself-assessment.
