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I
CENTURION CORPORATION LIMITED
I
ANNUAL REPORT 2013
CORPORATE GOVERNANCE
REPORT
Centurion Corporation Limited (the “Company”) is committed to achieve good standards of corporate governance
and business conduct in order to protect the interest of shareholders and has adopted the principles and guidelines
recommended in the Code of Corporate Governance 2012 (the “2012 Code”). The Company strives to subscribe
to the principles and guidelines as set out in the 2012 Code where applicable, feasible and practical to the Group
unless otherwise specified.
BOARD MATTERS
The Board’s Conduct of Affairs
The Board oversees the businesses and affairs of the Group and the Company and Management. The Board
provides entrepreneurial leadership, sets strategic direction for the Company and reviews the operational and
financial performance of the Group to enable the Group to meet its objectives. A formal document setting out
specific matters which are reserved for the Board’s approval has been adopted by the Board. These include
approval of the Group’s strategic business plans, annual budgets, major investments and financing decisions and
appointment of Directors and key management personnel. The Board also considers sustainability issues including
environmental and social factors and has overall responsibility for establishing and maintaining a framework of
good corporate governance in the Group, including the risk management systems, internal control to safeguard
shareholders’ interest and the Group’s assets. Management has also been given clear directions on matters that
require Board’s approval.
The Board objectively takes decisions in the interest of the Group and has delegated specific responsibilities
to 3 Committees, namely, Audit Committee, Nominating Committee and Remuneration Committee. The Board
accepts that while these Committees have the authority to examine particular issues and will report back
to the Board with their decisions and/or recommendations, the ultimate responsibility on all matters lies with the
Board.
The Board conducts regular scheduled meetings at least 4 times a year and meets as and when warranted by
particular circumstances between these scheduled meetings. The Company’s Articles of Association provide for
meetings to be held via telephone conference, video conferencing or other similar means of communications.
Details of Directors’ attendance at Board and Board Committee meetings held in the financial year ended
31 December 2013 (“FY2013”) are summarized in the table below:
Board of
Directors
Audit
Committee
Nominating
Committee
Remuneration
Committee
Name
No. Of
Meetings
Held
No. Of
Meetings
Attended
No. Of
Meetings
Held
No. Of
Meetings
Attended
No. Of
Meetings
Held
No. Of
Meetings
Attended
No. Of
Meetings
Held
No. Of
Meetings
Attended
Wong Kok Hoe
5
5
4
4
–
–
3
3
Tony Bin Hee Din
5
5
–
–
–
–
–
–
Lee Kerk Chong
5
5
–
–
1
1
–
–
Kong Chee Min
5
5
–
–
–
–
–
–
Chandra Mohan
s/o Rethnam
5
5
4
4
1
1
3
3
Gn Hiang Meng
5
5
4
4
1
1
3
3
The Directors are provided with sufficient information including information on financial performance of the Group
on a quarterly and on-going basis and have separate and independent access to Management of the Group.
The Chief Executive Officer (“CEO”) also submits a report to the Board on a quarterly basis highlighting the
performance, business conditions and outlook of the Group.