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Cordlife Group Limited
Annual Report 2016
Corporate
Governance Report
CORDLIFE GROUP LIMITED
(the “Company”) recognises the importance of good corporate governance practice to
the healthy growth of the Company and its subsidiaries (the “Group”) and is committed to high standards of corporate
governance within the Group to advance its mission to create value for the Group’s stakeholders.
The Company has endeavoured to adhere to the principles and guidelines as set out in the Code of Corporate
Governance 2012 (the “Code”) in nancial year ended 30 June 2016 (“FY2016”). This Corporate Governance Report
(the “Report”) describes the Group’s corporate governance practices and sets out the manner in which the Group has
applied the principles and the extent of compliance with the guidelines as set out in the Code, and where applicable,
the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”) (the “Listing Manual”). Where
there have been deviations from the Code, appropriate explanations have been provided in this Report.
In the opinion of the Board of the Directors of the Company (each a “Director”, and collectively the “Board” or
“Directors”), the Company has generally complied with all of the provisions set out in the Code for FY2016.
Board Matters
Principle 1: The Board’s Conduct of Affairs
The Board oversees the Group’s overall policies, strategies and objectives, key operational initiatives, performance and
measurement, internal control and risk management, major funding and investment proposals, nancial performance
reviews and corporate governance practices.
The Board reserves for its own decision on matters such as, amongst others, corporate restructuring, mergers and
acquisitions, major investments and divestments, material acquisition and disposal of assets, major corporate policies
on key areas of operations, commitments to term loans and lines of credits from banks and nancial institutions and
the annual strategic plan and budget. The Board also approves share issuance, declaration of interim dividends and
proposed declaration of nal dividends and other returns to shareholders, nancial results for release to the SGX-ST,
interested person transactions of a material nature and all changes in the Board and Board Committees.
The Board meets on a regular basis and such scheduled meetings coincide with the announcement of the Group’s
quarterly results. In addition to the scheduled meetings, ad-hoc Board meetings are also convened as and when
they are deemed necessary in between the scheduled meetings. The Constitution of the Company provides that the
Directors may convene meetings by way of telephone conference, video conference, audio visual or similar means.
When a physical Board meeting is not possible, timely communication with members of the Board is achieved through
electronic means and the circulation of written resolutions for approval by the relevant members of the Board or Board
committees.
To assist in the execution of its responsibilities and to enhance the effectiveness of the Board, the Board is supported
by the Nominating Committee (“NC”), the Remuneration Committee (“RC”), the Board Risk Committee (“BRC”) and
the Audit Committee (“AC”). The Board Committees operate within clearly de ned terms of reference and functional
procedures which are reviewed on a regular basis. Details on each Board Committee, including the composition and
terms of reference, can be found subsequently in this Report.
