Baker AR 2014_FA - page 64

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Baker Technology LimitedAnnual Report 2014
DividendPolicy
TheCompanydoes not have a formal policyondividenddistribution.
Principle 16: Conduct of ShareholderMeetings
TheBoard supports andencourages active shareholder participation at generalmeetings. TheCompany’sArticles
of Association allow all shareholders to appoint up to twoproxies to attend and voteonhis/her behalf and aproxy
need not be amember of theCompany. Voting in absentia bymail, email or fax has not been implementeddue to
concerns relating to issues of authenticationof shareholder identity andother related security issues.
TheBoardensures that separate resolutions areproposed for approval oneachdistinct issue at general meetings.
At general meetings, shareholders are given the opportunity to express their views and ask questions regarding
the Company and the Group. All Directors, in particular the Chairman of the Board and Chairpersons of Board
Committees, and the external auditors are present and available to address shareholder’s questions. Minutes of
the AGM are prepared and available upon request, which includes substantive comments or queries from the
shareholders and responses from theBoard andManagement.
For greater transparency and effective participation, the Company had since 2013 instituted poll voting and all
resolutions areput to votebypoll at itsAGM. An announcement of thedetailed results of thenumber of votes cast
for and against each resolution and the respectivepercentages is alsomadeon the sameday.
DEALINGS INSECURITIES
TheGrouphas adoptedan internal guidelineondealings in the securitiesof theCompanyby theDirectors, officers
and employees of the Company and its subsidiaries. The Group issues quarterly reminders to Directors, officers
andemployees on the restrictions indealings in shares of theCompany during theperiod commencing twoweeks
before the announcement of theCompany’s financial results for eachof the first threequarters of its financial year;
and onemonth before the announcement of the Company’s full year financial results, and ending on the date of
the announcement of the relevant results. Directors andofficers are also reminded not to trade in securities of the
Company at any timewhile in possession of unpublishedprice sensitive information and to refrain fromdealing in
theCompany’s securitieson short-termconsiderations. Inaddition, theDirectorsandManagement areexpected to
observe the insider trading laws at all timeswhendealing in securitieswithinpermitted tradingperiod.
ADDITIONAL INFORMATION
INTERESTEDPERSON TRANSACTIONSPOLICY
All interestedperson transactions are subject to reviewby theAC.
For financial year 2014, therewereno interestedperson transactions.
MATERIAL CONTRACTS
There were no material contracts of the Company and its subsidiaries involving the interests of the CEO, each
Director or controlling shareholder, either still subsisting at the end of the financial year or if not then subsisting,
entered into since theendof theprevious financial year.
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