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Baker Technology LimitedAnnual Report 2014
Matters RequiringBoardApproval
TheGroup has in place an internal guide regardingmatters that require Board approval. These include setting of
strategicdirections,policiesorfinancialobjectiveswhicharesignificant in termsof futureprofitabilityorperformance
of the Group, material transactions such as major investment or acquisition, divestments and funding proposals,
approval of annual budgets, financial statements and declaration of dividends. Management was also given clear
directions onmatters (including setting thresholds for operating and capital expenditure relating to subsidiaries)
that require theBoard’s approval.
BoardOrientation and Training
The Company has an orientation programme for newly appointed Directors to familiarise themselves with the
Group’s senior Management, business operations, governance and best practices. The new Director will receive
an inductionpack comprising theCompany’s latest annual report, information anddocuments relating to role and
responsibilities of a director, information on internal policies andprocedures and regulatory guidelines relevant to
theGroup, Guidebook for Audit Committees inSingapore (for new appointees to theAudit Committee) andboard
meetingcalendar for theyear. Formal lettersof appointment havebeen issued to the IndependentDirectors setting
out the key terms of their appointment, duties andobligations. NonewDirectorswere appointed in 2014.
The Directors are provided with updates regarding new legislation and/or regulations which are relevant to
the Group. In addition, the Directors are encouraged to attend relevant conferences and seminars including
programmes conducted by the Singapore Institute of Directors (“SID”) at the Company’s expense. Directors with
no prior experience as a director of a listed company will be encouraged to attend the Listed Company Director
Programme conductedby theSID. AtAuditCommitteemeetings, theexternal auditorsprovide regular updateson
newor revised financial reporting standardswhenever relevant and applicable to theGroup.
The Nominating Committee reviews andmakes recommendations on the training and professional development
programs to theBoard. TheBoardwas apprisedof the trainingprogrammes attendedby theDirectors in2014.
Principle2: BoardComposition andGuidance
Board Independence
Thepresent Board comprises seven (7) Directors. There are three (3) IndependentDirectors, two (2) Non-Executive
Directors and two (2) ExecutiveDirectors. TheDirectors as at thedateof this report are listed as follows:
Mr LimHoSeng
Chairman, Non-ExecutiveDirector
Dr BenetyChang
Chief ExecutiveOfficer
Ms JeanetteChang
ExecutiveDirector
Mr TanYangGuan
Non-ExecutiveDirector
MrWongMengYeng
Lead IndependentDirector
Mr AngMiahKhiang
IndependentDirector
MsHanSahHeokVicky
IndependentDirector
Mr LimHoSenghasbeen re-designated froman IndependentDirector toaNon-ExecutiveDirectorwitheffect from
1 January 2014 as hehas served formore thannine years on theBoard.
