52
CORPORATE GOVERNANCE REPORT
HOTEL ROYAL
̛Ө
ROYAL MEMORIES
Internal Limits of Authority:
The Group has internal guidelines governing matters that require the Board’s approval
which include:-
z
approval of the Group strategic objectives;
z
approvals of the annual operating and capital expenditure budgets and any material changes to them;
z
review of performance in the light of the Group strategic objectives and business plans;
z
changes relating to the Group capital structure including reduction of capital, share issues and share buy
backs;
z
review of performance in the light of the Group strategic objectives, business plans;
z
approval of the quarterly/half-yearly/full year’s results announcements, annual reports and financial
statements, including the corporate governance report;
z
approval of the dividend policy and declaration of the interim dividend, if any, and recommendation of
the final dividend;
z
approval of any significant changes in accounting policies or practices;
z
ensuring maintenance of a sound system of risk management and internal controls;
z
approval of major capital projects;
z
contracts regarding acquisitions or disposals of major fixed assets (including intangible assets such as
intellectual property); substantial bank borrowings etc;
z
major investments and expenditure;
z
approval of resolutions and corresponding documentation to be put forward to shareholders at a general
meeting including approval of all circulars and prospectuses etc;
z
approval of press releases concerning matters decided by the board;
z
changes to the structure, size and composition of the board, including following recommendations from
the NC regarding appointment, cessation of directors, members of board committees;
z
determine the remuneration policy for the directors, and other senior executives including the introduction
of new share incentive plans or major changes to existing plans, to be put to shareholders for approval;
z
establish board committees and approving their terms of reference, and approving material changes
thereto;
z
approval of policies, including, code of conduct, share dealing code, whistle blowing policy, environment
and sustainability policy, corporate social responsibility policy etc; and
z
any decision likely to have a material impact on the Company or Group from any perspective, including,
but not limited to, financial, operational, strategic or reputational.
