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Annual Report 2013 LifeBrandz Ltd
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of LifeBrandz Limited (the “Company”) is committed to ensure that the highest standards of corporate
governance and transparency are practised throughout the Company and its subsidiaries (the “Group”), as a fundamental part
of discharging its responsibilities to protect and enhance shareholder value and the fnancial information of the Group. In view
of this, the Board fully supports the principles behind the Code of Corporate Governance 2005 (the “Code”), which forms part
of the Continuing Obligations of the Singapore Exchange Securities Trading Limited (“SGX-ST”)’s Listing Manual, by adopting
and adapting the Code throughout the Group.
The SGX-ST’s Listing Manual requires an issuer to describe its corporate governance practices with specifc reference to
the Code in its annual report. It must also disclose any deviation from any aspect of the Code together with an appropriate
explanation for such deviation in the annual report.
This statement outlines the policies adopted during the fnancial year ended 31 July 2013 and practised by the Group, with
specifc reference given to the relevant provisions of the Code.
THE CODE
The Code is divided into four main sections:
1. Board Matters
2. Remuneration Matters
3. Accountability and Audit
4. Communications with Shareholders
1. BOARD MATTERS
Principle 1:
The Board’s Conduct of its Affairs
Every Company should be led and controlled by an effective Board to enable the Company, its shareholders and other
stakeholders to achieve their respective objectives.
The principal functions of the Board are:
(a) Reviewing and approving corporate strategies, annual budgets and fnancial plans andmonitoring the organisational
performance towards them;
(b) Reviewing the adequacy and integrity of the Company’s internal controls, risk management systems, and the
fnancial information reporting systems;
(c) Ensuring the Group’s compliance to laws, regulations, policies, directives, guidelines and internal code of conduct;
(d) Approving nominations to the Board of Directors by the Nominating Committee (“NC”) and endorsing the
appointments of the Management team and external auditors;
(e) Reviewing and approving the remuneration packages for the Board and key executives; and
(f) Ensuring accurate, adequate and timely reporting to, and communication with shareholders.
Matters which are specifcally reserved to the full Board for decision include those involving corporate plans and budgets,
material acquisitions and disposal of assets, corporate and fnancial restructuring, share issuances, dividends, other
returns to shareholders and interested person transactions.
The Board has delegated specifc responsibilities to 3 committees (Audit, Nominating, and Remuneration), the details of
which are set out below. These committees function within clearly defned terms of reference and operating procedures,
which are reviewed on a regular basis. These committees have the authority to examine particular issues and report
back to the Board with a fair recommendation. The ultimate responsibility for the fnal decision on all matters, however,
lies with the Board. The effectiveness of each committee is also constantly reviewed by the Board.