Investor Center

E.1

Board Duties and Responsibilities

E.1.1

Does the company disclose its corporate governance policy/board charter?

WEB: Committee Charter

E.1.2

Are the types of decisions requiring board of directors/commissioners' approval disclosed?

Article of Association Article 16; Article 19 & BOC Charter Article 10

E.1.3

Are the roles and responsibilities of the board of directors/commissioners clearly stated?

WEB: BOC Charter

E.1.4

Does the company have an updated vision and mission statement?

WEB: Vision & Mission

E.1.5

Does the Board of Diractors play a leading role in the process of developing and reviewing the company's strategy at least annually?

WEB: Vision & Mission

E.1.6

Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy?

File: AR page 35 & 42

E.2

Board Structure

E.2.1

Are the details of the code of ethics or conduct disclosed?

WEB: Code of Conduct

E.2.2

Are all directors/commissioners, senior management and employees are required to comply with the code?

WEB: Code of Conduct

E.2.3

Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?

WEB: Code of Conduct

E.2.4

Do independent directors/commissioners make up at least 50% of the board of directors/commissioners?

WEB: Structure

E.2.5

Does the company have a term limit of nine years or less for its independent directors/commissioners?

File: BOC Charter Article 8 para (5) & (6)

E.2.6

Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously?

DEFAULT

E.2.7

Does the company have any executive directors who serve on more than two boards of listed companies outside of the group?

WEB: Board Structure

E.2.8

Does the company have a Nominating Committee (NC)?

WEB: N&R Committee

E.2.9

Is the Nominating Committee comprised of a majority of independent directors/commissioners?

WEB: N&R Committee

E.2.10

Is the chairman of the Nominating Committee an independent director/commissioner?

WEB: N&R Committee

E.2.11

Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee?

WEB: N&R Committee

E.2.12

Is the meeting attendence of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year?

WEB: Board & Committee Meetings

E.2.13

Does the company have a Remuneration Committee?

√ combined with Nominating Committee

E.2.14

Is the Remuneration Committee comprised of a majority of independent directors/commissioners?

WEB: N&R Committee

E.2.15

Is the chairman of the Remuneration Committee an independent director/commissioner?

√ (WEB: N&R Committee)

E.2.16

Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee?

√ (File: Nomination & Remuneration Charter)

E.2.17

Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year?

WEB: Board & Committee Meetings

E.2.18

Does the company have an Audit Committee?

√ (WEB: Audit Committee)

E.2.19

Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?

√ (AR page 333-334)

E.2.20

Is the chairman of the Audit Committee an independent director/commissioner?

√ (AR page 333-334)

E.2.21

Does the company disclose the term of reference/governance structure/charter of the Audit Committee?

WEB: Audit Committee

E.2.22

Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?

WEB: Audit Committee File: AR page 333-334

E.2.23

Is the meeting attendence of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year?

Yes (File: AR page 338)

E.2.24

Does the Audit Committee have primary reponsibility for recommendation on the appointment, and removal of the external auditor?

WEB: Audit Committee Charter part VI (a) no.4

E.3

Board Processes

E.3.1

Are the board of directors meeting scheduled before the start of financial year?

File: AR hal 322

E.3.2

Does the board of directors/commissioners meet at least six times during the year?

File: AR page 320-322

E.3.3

Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?

WEB: Board & Committee Meetings

E.3.4

Does the company require a minimum quorum of at least 2/3 for board decisions?

WEB: Article of Association Article 20 para (7)

WEB: BOC Charter Article 14 para (2)

E.3.5

Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present?

-

E.3.6

Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting?

WEB: BOC Charter Article 13 para (7)

E.3.7

Does the company secretary play a significant role in supporting the board in discharging its responsibilities?

File: AR page 274-279

E.3.8

Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?

File: AR page 351-352

E.3.9

Does the company disclose the criteria used in selecting new directors/commissioners?

WEB: BOC Charter Article 6

E.3.10

Does the company disclose the process followed in appointing new directors/commissioners?

WEB: N&R Charter

E.3.11

Are all the directors/commissioners subject to re-election at least once every 3 (three) years?

WEB: Article of Association & BOC Charter Article 8

E.3.12

Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practice (short term/long term incentives & performance measures) for its executive directors and CEO?

-

E.3.13

is there disclosure of the fee structure for non-executive directors/commissioners?

-

E.3.14

Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives?

WEB: Resolution of AGM

E.3.15

Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, suchs as claw back provision and deferred bonuses?

-

E.3.16

Does the company have a separate internal audit function?

√ (AR page 376-379)

E.3.17

Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?

√ (File: AR page 376)

E.3.18

Does the appointment and removal of the internal auditor require the approval of the Audit Committee?

NO

E.3.19

Does the Company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework?

File: AR page 380-392

E.3.20

Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial, and compliance controls) and risk management system?

-

E.3.21

Does the company disclose the key risks to which the company is materially exposed to?

File: AR page 380-392

E.3.22

Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems?

-

E.4

People on the Board

E.4.1

Do different persons assume the roles of chairman and CEO?

YES

E.4.2

Is the chairman an independent director/commissioner?

NO

E.4.3

Is any of the directors a former CEO of the company in the past 2 years?

NO

E.4.4

Are the roles and responsibilities of the chairman disclosed?

BOC: AR page 304

BOD: AR page 308

E.4.5

If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined?

-

E.4.6

Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?

YES

E.5

Board Performance

E.5.1

Does the company have orientation programmes for new directors/commissioners?

YES. AR page 306

E.5.2

Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes?

File: BOC Charter Article 23

E.5.3

Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management?

-

E.5.4

Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?

-

E.5.5

Did the Company conduct an annual performance assessment conducted of the board of directors/commissioners and disclose the criteria and process followed for the assessment?

AR page 306
AR page 316

E.5.6

Did the Company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment?

AR page 306
AR page 316

E.5.7

Did the Company conduct an annual performance assessment of the Board Committees and disclose the criteria and process followed for the assessment?

-

NO ITEMS		QUESTIONS	REFERENCES
E.1		Board Duties and Responsibilities
	E.1.1	Does the company disclose its corporate governance policy/board charter?	WEB: Committee Charter
	E.1.2	Are the types of decisions requiring board of directors/commissioners' approval disclosed?	Article of Association Article 16; Article 19 & BOC Charter Article 10
	E.1.3	Are the roles and responsibilities of the board of directors/commissioners clearly stated?	WEB: BOC Charter
	E.1.4	Does the company have an updated vision and mission statement?	WEB: Vision & Mission
	E.1.5	Does the Board of Diractors play a leading role in the process of developing and reviewing the company's strategy at least annually?	WEB: Vision & Mission
	E.1.6	Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy?	File: AR page 35 & 42
E.2		Board Structure
	E.2.1	Are the details of the code of ethics or conduct disclosed?	WEB: Code of Conduct
	E.2.2	Are all directors/commissioners, senior management and employees are required to comply with the code?	WEB: Code of Conduct
	E.2.3	Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?	WEB: Code of Conduct
	E.2.4	Do independent directors/commissioners make up at least 50% of the board of directors/commissioners?	WEB: Structure
	E.2.5	Does the company have a term limit of nine years or less for its independent directors/commissioners?	File: BOC Charter Article 8 para (5) & (6)
	E.2.6	Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously?	DEFAULT
	E.2.7	Does the company have any executive directors who serve on more than two boards of listed companies outside of the group?	WEB: Board Structure
	E.2.8	Does the company have a Nominating Committee (NC)?	WEB: N&R Committee
	E.2.9	Is the Nominating Committee comprised of a majority of independent directors/commissioners?	WEB: N&R Committee
	E.2.10	Is the chairman of the Nominating Committee an independent director/commissioner?	WEB: N&R Committee
	E.2.11	Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee?	WEB: N&R Committee
	E.2.12	Is the meeting attendence of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year?	WEB: Board & Committee Meetings
	E.2.13	Does the company have a Remuneration Committee?	√ combined with Nominating Committee
	E.2.14	Is the Remuneration Committee comprised of a majority of independent directors/commissioners?	WEB: N&R Committee
	E.2.15	Is the chairman of the Remuneration Committee an independent director/commissioner?	√ (WEB: N&R Committee)
	E.2.16	Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee?	√ (File: Nomination & Remuneration Charter)
	E.2.17	Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year?	WEB: Board & Committee Meetings
	E.2.18	Does the company have an Audit Committee?	√ (WEB: Audit Committee)
	E.2.19	Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?	√ (AR page 333-334)
	E.2.20	Is the chairman of the Audit Committee an independent director/commissioner?	√ (AR page 333-334)
	E.2.21	Does the company disclose the term of reference/governance structure/charter of the Audit Committee?	WEB: Audit Committee
	E.2.22	Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?	WEB: Audit Committee File: AR page 333-334
	E.2.23	Is the meeting attendence of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year?	Yes (File: AR page 338)
	E.2.24	Does the Audit Committee have primary reponsibility for recommendation on the appointment, and removal of the external auditor?	WEB: Audit Committee Charter part VI (a) no.4
E.3		Board Processes
	E.3.1	Are the board of directors meeting scheduled before the start of financial year?	File: AR hal 322
	E.3.2	Does the board of directors/commissioners meet at least six times during the year?	File: AR page 320-322
	E.3.3	Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?	WEB: Board & Committee Meetings
	E.3.4	Does the company require a minimum quorum of at least 2/3 for board decisions?	WEB: Article of Association Article 20 para (7)
			WEB: BOC Charter Article 14 para (2)
	E.3.5	Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present?	-
	E.3.6	Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting?	WEB: BOC Charter Article 13 para (7)
	E.3.7	Does the company secretary play a significant role in supporting the board in discharging its responsibilities?	File: AR page 274-279
	E.3.8	Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?	File: AR page 351-352
	E.3.9	Does the company disclose the criteria used in selecting new directors/commissioners?	WEB: BOC Charter Article 6
	E.3.10	Does the company disclose the process followed in appointing new directors/commissioners?	WEB: N&R Charter
	E.3.11	Are all the directors/commissioners subject to re-election at least once every 3 (three) years?	WEB: Article of Association & BOC Charter Article 8
	E.3.12	Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practice (short term/long term incentives & performance measures) for its executive directors and CEO?	-
	E.3.13	is there disclosure of the fee structure for non-executive directors/commissioners?	-
	E.3.14	Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives?	WEB: Resolution of AGM
	E.3.15	Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, suchs as claw back provision and deferred bonuses?	-
	E.3.16	Does the company have a separate internal audit function?	√ (AR page 376-379)
	E.3.17	Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?	√ (File: AR page 376)
	E.3.18	Does the appointment and removal of the internal auditor require the approval of the Audit Committee?	NO
	E.3.19	Does the Company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework?	File: AR page 380-392
	E.3.20	Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial, and compliance controls) and risk management system?	-
	E.3.21	Does the company disclose the key risks to which the company is materially exposed to?	File: AR page 380-392
	E.3.22	Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems?	-
E.4		People on the Board
	E.4.1	Do different persons assume the roles of chairman and CEO?	YES
	E.4.2	Is the chairman an independent director/commissioner?	NO
	E.4.3	Is any of the directors a former CEO of the company in the past 2 years?	NO
	E.4.4	Are the roles and responsibilities of the chairman disclosed?	BOC: AR page 304
			BOD: AR page 308
	E.4.5	If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined?	-
	E.4.6	Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?	YES
E.5		Board Performance
	E.5.1	Does the company have orientation programmes for new directors/commissioners?	YES. AR page 306
	E.5.2	Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes?	File: BOC Charter Article 23
	E.5.3	Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management?	-
	E.5.4	Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?	-
	E.5.5	Did the Company conduct an annual performance assessment conducted of the board of directors/commissioners and disclose the criteria and process followed for the assessment?	AR page 306 AR page 316
	E.5.6	Did the Company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment?	AR page 306 AR page 316
	E.5.7	Did the Company conduct an annual performance assessment of the Board Committees and disclose the criteria and process followed for the assessment?	-