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CORPORATE GOVERNANCE REPORT
34
GEO ENERGY RESOURCES LIMITED
| Annual Report 2012
Geo Energy Resources Limited (the “
Company
”, and together with its subsidiaries, the “
Group
”) is committed to
maintaining a high standard of corporate governance. The Company understands that good corporate governance is an
integral element of a sound corporation and enables it to be more transparent and forward–looking. In addition, sound
corporate governance is an effective safeguard against fraud and dubious fnancial engineering, and hence helps to
protect shareholders’ interests. This also helps the Company to create long–term value and returns for its shareholders.
The Listing Manual of the Singapore Exchange Securities Trading Limited (the “
SGX–ST
”) requires all listed companies
to describe in their Annual Reports, their corporate governance practices, with specifc reference to the principles of the
Code of Corporate Governance 2005 (the “
Code
”).
The Company is pleased to report on its corporate governance processes and activities as required by the Code. For
easy reference, sections of the Code under discussion in this Report are specifcally identifed. However, this Report
should be read as a whole as other sections of this Report may also have an impact on the specifc disclosures.
Statement of Compliance
The Board of Directors of the Company (the “
Board
”) confrms that for the fnancial year ended 31 December 2012
(“
FY2012
”), the Company has generally adhered to the principles and guidelines as set out in the Code, save as
otherwise explained below.
1.
THE BOARD’S CONDUCT OF ITS AFFAIRS
Principle 1: Every company should be headed by an effective Board to lead and control the company.
The Board is collectively responsible for the success of the company. The Board works with
Management to achieve this and the Management remains accountable to the Board.
The Board comprises the following members, all of whom have the appropriate core competencies and diversity of
experience needed to enable them to effectively contribute to the Group.
Charles Antonny Melati
Executive Chairman
Dhamma Surya
Chief Executive Officer
Huang She Thong
Executive Director
Soh Chun Bin
Lead Independent Director
Ong Beng Chye
Independent Director
Lu King Seng
Independent Director
Karyono
Independent Director
James Beeland Rogers Jr (“
Jim Rogers
”)
Non–Executive Director
The principal functions of the Board, in addition to carrying out its statutory responsibilities, are as follow:–

overseeing the formulation of and approving the Group’s overall long–term strategic objectives and
directions; and
 
overseeing and reviewing the management of the Group’s business affairs, fnancial controls, performance
and resource allocation.
The approval of the Board is required for matters such as corporate restructuring, mergers and acquisitions, major
investments and divestments, material acquisitions and disposals of assets, major corporate policies on key areas
of operations, the release of the Group’s quarterly and full–year results and interested person transactions of a
material nature.
Directors have the opportunity to meet with the Group’s management (the “
Management
”) to gain a better
understanding of the Group’s business operations. The Board as a whole is updated on changing commercial
risks, and key changes in the relevant legal and regulatory requirements, as well as accounting standards.
To assist in the execution of its responsibilities, the Board has established three Board Committees, comprising an
Audit Committee (the “
AC
”), a Nominating Committee (the “
NC
”) and a Remuneration Committee (the “
RC
”). These
committees function within clearly defned written terms of reference and operating procedures.