Page 37 - UBF AR 2018 - E Version

CORPORATE GOVERNANCE

Section Principle Degree of Compliance

2.02 Appointment of the Chairman and the Chief The Chairman and the Chief Executive Officer of the Company
Executive Officer and define and approve have been appointed by the Board and the functions and
2.03 functions and responsibilities responsibilities of the said have been defined and approved
2.04 by the Board in the “Functions and Responsibilities of the
Directors ability to seek independent Chairman, Chief Executive Officer and Senior Director of UB
2.05 professional advice Finance Company Limited”.
Dealing with conflict of interests The Chairman is responsible for leading the Board and Chief
2.06 Executive Officer is in charge and responsible for the overall
2.07 Formal schedule of matters specifically Management of the Company.
2.08 reserved for the Board decision The Directors are able to obtain independent professional
3.00 advice as and when necessary at Company expense and
3.01 Situation of insolvency issue the Board has obtained professional advice in appropriate
Publish corporate governance report in circumstances. The Board approved policy will be
3.02 Annual report implemented.
Annual self- assessment by the Directors Directors Interests and Shareholdings and conflicts of
Meetings of the Board interest (if any) are disclosed at monthly Board meetings.
Regular Board meetings Directors abstain from voting on any Board resolution
when there is conflict of interest and they are not counted
Arrangements for Directors to include mat- in the quorum.
ters and proposals in the agenda The Board has a formal schedule of matters specifically
reserved to it for decision which is defined in the “Code of
Corporate Governance” of the Company.
The Board has put in place Board Sub Committees, systems
and controls to facilitate the effective discharge of Board
functions and to ensure that the direction and control of
the Company is firmly under Board control and authority.
During the period no such situation has arisen. In the event
of such a possibility the Board will take necessary actions
to comply.
This report serves the said requirement.

The Company has adopted a scheme of self-assessment to
be undertaken by each Director annually and is filed with
the Company Secretary.

The Board meets regularly at monthly intervals at a
minimum and during the year the Board held twelve Board
meetings. There were instances where the Board’s consent
had been obtained through the circulation of written or
electronic resolutions/ papers which were subsequently
ratified by the Board.
All Board members are given an opportunity to include
matters and proposals in the agenda for discussion at
Board meetings.

3.03 Notice of meetings As a practice, Directors are given notice of the meetings at
least 7 days prior with respect of regular Board Meetings.

3.04 Directors attendance at Board meetings Directors have attended at least two thirds of the meetings
held during the year and no Director has been absent for
Annual Report 2018 three consecutive regular Board meetings during the year
2017/18.

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