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CORPORATE GOVERNANCE
REPORT
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 to enhance long-term
value for shareholders.
The Company received a silver
award for Best Annual Report
for companies under $300
million in market capitalisation
at the 2018 Singapore Corporate
Awards, making it the seventh
consecutive year that the
Group has won an award in this
category. The award recognises
excellence in the presentation
of financial reporting, high level
of corporate disclosures and
transparency.
This report sets out the
Company’s corporate
governance practices for
the financial year ended 31
December 2018 (“FY2018”),
with specific reference to the
principles and guidelines of the
Code of Corporate Governance
2012 (the “Code”). The Company
has adhered to most of the
principles and guidelines of
the Code and provided an
explanation for any deviation
from the Code, where applicable.
On 6 August 2018, the Monetary
Authority of Singapore issued
a revised Code of Corporate
Governance (the “2018 Code”)
and accompanying Practice
Guidance. The 2018 Code
supersedes and replaces the
Code and will apply to annual
reports covering financial
years from 1 January 2019. The
Company will review and set out
the corporate practices in place
to comply with the 2018 Code,
where appropriate in the next
Annual Report.
BOARD MATTERS
Principle 1:
Board’s Conduct of Affairs
Board’s Role
The Board oversees the business
affairs and performance of
the Group. The Board also
sets the Group’s values and
standards to ensure obligations
to shareholders and other
stakeholders are understood
and met. Its primary functions
include approving the broad
policies, strategies and financial
objectives of the Group and
monitoring the performance of
Management, considering the
sustainability issues as part of its
strategic formulation, overseeing
the processes for evaluating the
adequacy of internal controls,
risk management, financial
reporting and compliance and
assuming responsibility for
corporate governance. The
Board delegates the formulation
of business policies and day-
to-day management to the
Executive Directors.
Independent Judgment
In discharging their fiduciary
duties, all Directors are expected
to exercise independent
judgment and make decisions
objectively in the best interest of
the Company. A Director who
is interested in a transaction or
proposed transaction will declare
his interest and abstain from
deliberation and decision making.
Independence is an important
criterion for the Nominating
Committee’s evaluation of the
performance of each Director
and the individual Director’s
self-assessment.
Delegation of Authority to Board
Committees
The Board is supported by three
Board Committees, namely
the Audit Committee (“AC”),
the Nominating Committee
(“NC”) and the Remuneration
Committee (“RC”), each with its
own specific terms of reference
setting out the authority and
duties of the Board Committees
and all the terms of reference
for the Board Committees are
approved by the Board.
Board Processes
Board and Board Committee
meetings are held regularly,
with the Board meeting no
less than 4 times a year. To
facilitate Director’s attendance at
meetings, the dates of Board and
Board Committee meetings as
well as annual general meetings
are scheduled in advance. Ad-
hoc Board and Board Committee
meetings are arranged as and
when circumstances require. The
Company’s Constitution provides
for the convening of the Board
and Board Committee meetings
by way of telephonic, video
conferencing or other similar
means of communication.
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