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ANNUAL REPORT 2015
CORPORATEGOVERNANCEREPORT
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BAKERTECHNOLOGYlimited
SHAREHOLDERSRIGHTSANDRESPONSIBILITIES
Principle14: ShareholderRights
TheGroup recognises the importanceofmaintaining transparency andaccountability to its shareholders. TheBoardensures that all theCompany’s shareholdersare
treated fairly andequitably and the rightsof all investors, includingnon-controlling shareholdersareprotected.
Shareholdersare informedof any changes in theGroup’sbusiness that are likely tomaterially affect the valueof theCompany’s shares.
TheGroupensures that shareholdershave theopportunity toparticipateeffectively inand voteat generalmeetings. The link toSGX-ST’s investorguides “An Investor’s
Guide toPreparing for Annual GeneralMeetings” and “An Investor’sGuide toReadingAnnual Reports” has been included on theCompany’swebsite under “Investor
Relations”with theaimof providing further assistance to shareholders in their investment activities.
TheCompany’sConstitutioncurrentlydoesnot allow investorswhoholdshares throughnomineessuchasCPFandcustodianbanks toappointmore than twoproxies
to vote at the generalmeetings. If shareholders are intermediaries, such as (1) a licensedbank of itswholly-owned subsidiary, whichprovides nominee services and
holdshares in that capacity, (2) acapitalmarketsservices licenseholderwhichprovidescustodial services, and (3) theCentralProvidentFund (“CPF”)Board in respect
of shares purchased on behalf of CPF investors, they are entitled to appoint more than two proxies pursuant to Companies (Amendment) Act 2014which came into
forceon3January 2016.
Principle15:CommunicationwithShareholders
The Company is committed to engaging its shareholders and the investing community and providing pertinent and accurate information about the Company in an
effective, fair and timelymanner. TheCompanyhasput inplacean InvestorRelationsPolicy that promotes this.
The Company does not practice selective disclosure. All material information including quarterly results announcements, are disclosed regularly and in a timely
manner via SGXNet and theCompany’swebsite. TheChairman of theBoard, Mr LimHo Seng spearheads the Investor Relations teamwhich comprise theExecutive
Directors and KMPs. Management takes an active role in communications with shareholders and the investing community, through one-on-one or groupmeetings,
phone callsandemail communications toaddress their queriesor concernsand toupdate themon the latest corporatedevelopments.
TheCompany’swebsiteatwww.bakertech.com.sg is thekeyresourceof information toshareholders.Amongother things, it containscorporateannouncements,media
releases, financial results, presentationsandannual reports. Shareholders can contact theCompany via theCompanywebsite (underContactUs).
Further detailson theGroup’s IRactivitiesduring the year canbe found in the InvestorRelations sectionof theAnnual Report onpage30.
DividendPolicy
TheCompany doesnot havea formal policy ondividenddistribution.
Principle16:Conduct ofShareholderMeetings
The Board supports and encourages active shareholder participation at general meetings. The Company’s Constitution allow all shareholders to appoint up to two
proxies toattendand voteonhis/herbehalf andaproxyneednot beamember of theCompany. Voting inabsentiabymail, email or faxhasnot been implementeddue
to concerns relating to issuesof authenticationof shareholder identity andother related security issues.
TheCompany’sprincipal forumofdialoguewithshareholders takesplaceat itsgeneralmeetings.At thesemeetings, shareholdersaregiven theopportunity toexpress
their views and ask questions regarding theCompany and theGroup. All Directors, in particular theChairman of theBoard andChairpersons of BoardCommittees,
and the external auditors arepresent and available to address shareholder’s questions.Minutes of theAGM areprepared and availableupon request, which includes
substantivecommentsorqueries from theshareholdersand responses from theBoardandManagement. TheCompanyensures that everymatter regardingapproval
isproposedasa separate resolution.
Forgreater transparencyandeffectiveparticipation, theCompanyhas implementedpoll votingsince its2014AGMandall resolutionsareput tovotebypoll.Theresults
of thepoll votingoneach resolution tabledat theAGM, including thenumber of votes cast for andagainst each resolution, wereannouncedon the sameday.
DEALINGS INSECURITIES
TheGrouphasadoptedan internal guidelineondealings in thesecuritiesof theCompanyby theDirectors, officersandemployeesof theCompanyand itssubsidiaries.
TheGroup issuesquarterly reminders toDirectors, officersandemployeeson the restrictions indealings insharesof theCompanyduring theperiodcommencing two
weeks before the announcement of theCompany’s financial results for each of thefirst three quarters of its financial year; and onemonthbefore the announcement
of theCompany’s full year financial results, andendingon thedateof theannouncement of the relevant results. Directorsandofficersarealso remindednot to trade
in securities of the Company at any time while in possession of unpublished price sensitive information and to refrain from dealing in the Company’s securities on
short-term considerations. In addition, theDirectors andManagement are expected to observe the insider trading laws at all timeswhendealing in securitieswithin
permitted tradingperiod.
