The directors are responsible to the shareholders for the performance of the company in both the short and longer term. Accordingly, they seek to balance sometimes competing objectives in the best interests of the Group as a whole. Their aim is to enhance the interests of shareholders and other key stakeholders and to ensure that the Group is properly managed.
| Role of the Board |
| (a) |
The Directors are responsible for the direction and supervision of SciGen's business and for its overall corporate governance. This includes ensuring that internal controls and reporting procedures are adequate and effective. The Directors recognise the need to maintain the highest standards of behaviour, ethics and accountability. |
| (b) |
The primary functions of the Board include: |
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(1) |
formulating and approving, in conjunction with management, objectives, strategies and long-term plans for SciGen's continued development and operation; |
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(2) |
monitoring the implementation of these objectives, strategies and long-term plans to ensure SciGen, to the best of its ability, delivers shareholder value; |
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(3) |
approving management recommendations on capital expenditure; |
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(4) |
monitoring SciGen's overall performance and financial results, including adopting annual budgets and approving SciGen's financial statements; |
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(5) |
ensuring that adequate systems of internal control exist and are appropriately monitored for compliance; |
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(6) |
selecting and reviewing the performance of the Managing Director and reviewing the performance of senior operating management; |
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(7) |
ensuring that significant business risks are identified and appropriately managed; |
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(8) |
ensuring that SciGen meets the statutory, regulatory and reporting requirements of the ASX and requirements under Australian and Singaporean Corporations law; |
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(9) |
ensuring that SciGen, its Directors, officers, employees and associates are aware of and comply with all relevant laws and regulations; |
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(10) |
reporting to shareholders on performance; and |
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(11) |
deciding the payment of dividends to shareholders. |
| (c) |
The Board consists of the Chairman (Non-Executive), Vice-Chairman (who is an executive director and the Chief Executive Officer) and four other non-executive Directors. The term of appointment for directors is governed by SciGen's Constitution. At least one third of directors must retire and seek re-election at each Annual General Meeting. Mr Paul Freiman and Mr Kenneth Gross, having attained the age of 70 years, are required to seek re-election annually, under the provision of the Singapore Companies Act. |
| (d) |
The Board has established an Audit Committee and a Remuneration Committee. From time to time, the Board may determine to establish specific purpose sub-committees to deal with specific issues. |
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