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ANNUAL REPORT FY2015
Preamble
The Board of Directors (the “Board”) of Hotel Royal Limited (the “Company”) is pleased to confirm that it has
adhered to the following corporate principles and guidelines tailored to the specific needs of the Company
set out in the Code of Corporate Governance 2012 (the “Code”). These principles and guidelines reflect the
Board’s commitment in having effective self-regulatory corporate practices to safeguard the interests of its
shareholders and maximising long-term success of the Company and Group.
The Board believes that these guidelines should be an evolving set of corporate governance principles, subject
to the specific needs of the Company and subject to modification when circumstances may warrant.
1.
BOARD MATTERS
1.1 The Board’s Conduct of Its Affairs
Principle 1: Every company should be headed by an effective Board to lead and control the company. The
Board is collectively responsible for the long-term success of the company. The Board works with Management
to achieve this objective and Management remains accountable to the Board.
Role:
The Board strives to create value for its shareholders so as to ensure the long-term success of the Group
through the development of the right strategy, business model, risk appetite, compensation framework and
succession planning. The Board also sets the tone for the entire organisation with regards to its ethics and values.
The primary responsibilities of the Board of Directors encompass the following:
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to provide entrepreneurial leadership, set strategic objectives, and ensure that the necessary financial
and human resources are in place for the Company to meet its objectives;
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to establish a framework of prudent and effective controls which enables risks to be assessed and
managed, including safeguarding of shareholders’ interests and Company’s assets;
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to review Management performance;
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to identify the key stakeholder groups and recognise that their perceptions will affect the Company’s
reputation;
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to set up the Company’s values and standards (including ethical standards), and ensure that obligation
to shareholders and other stakeholders are understood and met;
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to consider sustainability issues, such as environmental and social factors, as part of its strategic formulation;
and
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to be responsible for the overall corporate governance of the Group.
Board Committees:
To assist in the execution of its responsibilities, the Board has established a number of
committees, including an Audit and Risk Committee (“ARC”), a Nominating Committee (“NC”) and a
Remuneration Committee (“RC”). These committees are chaired by independent directors and function within
clearly defined terms of reference and operating procedures.
CORPORATE GOVERNANCE REPORT
