ARCHML

Corporate

Corporate Governance

Corporate Governance

ARCHMLTECHNOLOGIES Co. Is committed to maintaining the highest level of corporate governance, and providing our investors with a thorough understanding of the Group's management and development. We believe strong corporate governance is critical to creating sustainable value for our shareholders.

Shareholders

The Board and senior management of ARCHMLTECHNOLOGIES recognise their responsibility to represent the interests of the shareholders and to enhance shareholder value. ARCHMLTECHNOLOGIES uses a number of formal channels to account to shareholders for the performance and operation of the Group and reports to shareholders on a quarterly basis. The Company Secretarial Department/Investor Relations Department respond to letters, e-mails and telephone enquiries from shareholders/investors on various issues.

The directors of ARCHMLTECHNOLOGIES have adopted the Shareholders Communication Policy which aims to ensure that the shareholders of the Company and other stakeholders at large are provided with ready, equal, regular and timely access to material information about the Company, in order to maintain an on-going dialogue with the shareholders of the Company and to enable them to exercise their rights in an informed manner, and to allow the shareholders of the Company and other stakeholders to engage actively with ARCHMLTECHNOLOGIES through general meetings or other proper means.

The Board

ARCHMLTECHNOLOGIES Co. has a unitary Board. The non-executive directors of the Company bring a wide range of business and financial experience to the Board. Independent non-executive directors of the Company represent more than one-third of the Board, providing sufficient checks and balances that safeguard the interests of the shareholders and the Group. The Company receives from each independent non-executive director a confirmation annually of his independence and the Nomination Committee conducts annual reviews to assess the independence of all independent non-executive directors.

The Board :
approves the Company's financial statements, and interim and annual reports;
determines the Group's communication policy;
determines director selection, orientation and evaluation;
ensures that the Group has appropriate risk management, internal control, internal audit and regulatory compliance procedures in place and that it communicates adequately with shareholders and stakeholders;
establishes Board committees with clear terms of reference and responsibilities as appropriate;
defines levels of delegation in respect of specific matters, with required authority to Board committees and management;
monitors non-financial aspects pertaining to the businesses of the Group;
considers and, if appropriate, declares the payment of dividends to shareholders;
regularly evaluates its own performance and effectiveness.
The Board and its committees are supplied with full and timely information, which enables them to discharge their responsibilities. All directors have full and timely access to all relevant information as well as the advice and services of the Company’s general counsel and the company secretary, and to independent professional advice at the Company's expense if appropriate . Directors' interests in other boards and contracts are regularly declared and recorded.
Internal Control

Internal control systems have been introduced to provide management and the Board with comfort regarding the financial position of the Group, safeguarding of assets (including information) and compliance with regulatory requirements. The internal and external auditors monitor the functioning of the internal control systems and make recommendations to management and the Audit Committee.

All internal control systems do, however, have inherent shortcomings, including the possibility of human error and the evasion or flouting of control measures. Even the best internal control system may provide only partial assurance.

Tax Strategy

ARCHML TECHNOLOGY Co.’s vision and mission is Value for Users, Tech for Good. Adequate and effective tax strategy, internal risk management and internal control systems are some of the keys to safeguarding the achievement of the Company’s strategic objectives. In ARCHMLTECHNOLOGIES, we strive to meet all legal and tax requirements, disclose all relevant and applicable information and takes full responsibilities of the tax laws and regulations.

External Auditors

In order to maintain the independence of the Group’s external auditors, the external auditors will not be engaged for non-audit work unless this constitutes non-audit work pre-approved by the Audit Committee. There must be clear efficiencies and value-added benefits to the Company from that work being undertaken by the external auditors, with no adverse effect on the independence of their audit work or the perception of such independence.