Clear transparent operations in accordance with

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clear, transparent operations, in accordance with relevant laws and the regulations of the Company, as well as resolutions of any Shareholders’ Meeting. The principles, policies, morals and ethics of good corporate gov- ernance are issued to the Board of Directors as guidelines in carrying out their duties with honesty, morality, accountability, loyalty and integrity, in the best interests of the Company and shareholders. The Company establishes principles regarding business ethics for the Board of Directors and the Audit Committee. 78 Food Capitals Public Company Limited ANNUAL REPORT 2016
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Balance of power for Non-Executive Directors The Board of Directors of the Company currently comprises 10 Directors; three Executive Directors and seven Non-Executive Directors. The Audit Committee comprises three Independent Directors who account for one-third of the entire Board. The balance between Executive and Non-Executive Directors is appropriate and ensures that the Directors represent the best interests of shareholders, as Non-Executive Directors make up two-thirds of the entire Board. The Audit Committee shall be considered as representatives of minority shareholders and have the duty of ensuring the accuracy and transparency of the Company’s operations. Aggregation or Segregation of Positions The Chairman of the Board of Directors shall not be the same person as the Chief Executive Officer. The authority of the Chairman of the Board of Directors shall be separated from that of the Chief Executive Officer to ensure a clear distinction between supervisory, policy-making duties and day-to-day business administration. The Com- pany clearly defines the responsibility and authorisation of the Board of Directors and the Audit Committee to ensure transparent operations, a balance of power, and appropriate performance reviews. However, significant agenda items must be approved by the Board of Directors’ meeting or Shareholders’ Meeting. Authorisation granted to the Board of Directors, the Audit Committee and the Chief Executive Director, does not give power to any of them to approve any connected transaction involving themselves or their representatives, which may cause a conflict of interest with the Company. In addition, during Board meetings, each member is free to express his views. Members’ views are documented in detail in meeting reports. Remuneration of the Board of Directors and Management The Company clearly and transparently specifies the remuneration of Directors to be comparable to the rest of the industry and appropriate to their duties. Remuneration is approved at the Shareholders’ Meeting and is in compliance with pre-defined policies and principles set by the Directors and therefore ties the Company’s operating results to the Directors’ performance.
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