(a.) From your review of the Annual Report of the BreadTalk Group Limited, identify at least six (6) roles of the Board of Directors (BOD) specific to the company and briefly evaluate any gaps or deviations from the Code of Corporate Governance 2 May 2012.

(b.) Examine the strategies, approaches or actions undertaken by the BOD in fulfilling each of the six roles you have identified in part(a) above. Answers should be found in the Annual Report. You would note that some of the strategies, approaches and actions may not have been explicitly stated so you may infer them from the relevant contents of the Annual Report. In your answers, you will have to include appropriate in-text citations which indicate the specific pages of the Annual Report to which you refer.

• APA referrencing
• total words for both part (a) and (b) about 1100

A N N UA L R E P O RT 2 0 1 6 1 Contents 01 Corporate Profile 02 Financial Highlights 04 Chairman's Message 07 Corporate Information 08 Board of Directors 12 Key Management 16 Awards & Accolades 18 BreadTalk Group Limited & Subsidiaries 20 Geographical Reach 22 Business Review - Bakery 26 Business Review - Restaurant 28 Business Review - Food Atrium 30 Corporate Social Responsibility 32 Investor Relations 33 Corporate Governance 53 Financial Statements 160 Statistics of Shareholdings 162 Notice of Annual General Meeting T he BreadTalk Group thrives on its array of award-winning F&B brands, incubating and bestowing creativity in our concepts to bring excitement to consumers. Ever flourishing, always a pleasure to enjoy, our eight brands span across 17 territories and continue to grow in breadth and depth over the years. We place every endeavour to build a robust and sustainable foundation as we operate close to 1,000 outlets across Singapore, Mainland China, Hong Kong, Taiwan, Malaysia, Indonesia and Thailand. Supported by a global staff strength of 7,000, our stable of brands include BreadTalk, Toast Box, Food Republic, RamenPlay, The Icing Room, Bread Society, Thye Moh Chan and the operating rights to the muchlauded Din Tai Fung restaurants from Taiwan. A N N UA L R E P O RT 2 0 1 6 01 Financial highlights REVENUE (S$'million) EBITDA (S$'million) 615.0 600 536.5 500 589.6 624.1 615.0 447.3 87.5 80 400 300 70.9 62.3 60 77.5 87.5 49.6 40 200 20 100 0 0 2012 2013 2014 2015 2016 2012 Net Debt (S$'million) Cash Flow from Operations (S$'million) 140 100 120 80 100 102.4 89.1 80 64.2 60 40 106.8 95.5 94.9 79.4 120.6 60.7 -40 2013 2014 2015 REVENUE MIX BY GEOGRAPHICAL SEGMENT FY 2016 53.3 30.4 29.0 -39.1 2016 2012 2014 2015 -34.7 2013 REVENUE MIX BY BUSINESS SEGMENT FY 2016 55% 28% Mainland China 11% B R E A DTA L K 66.5 0 0 02 71.4 73.3 20 -20 Hong Kong 2016 Free Cash Flow (S$'million) 53.4 40 32.2 Singapore 2015 85.2 60 20 2012 2014 CASH FLOW FROM OPERATIONS VS FREE CASH FLOW CASH AND CASH EQUIVALENT VS NET DEBT Cash and Cash Equivalents (S$'million) 2013 6% Rest of the World G R O U P L I M I T E D 50% Bakery 26% Food Atrium 24% Restaurant 2016 FIVE-YEAR FINANCIAL PERFORMANCE SUMMARY (Financial Year Ended 31 December) 2012 2013 2014 2015 2016 Group Revenue Bakery Food Atrium Restaurant 447,334 233,136 111,578 102,620 536,530 271,320 143,007 122,203 589,644 294,128 164,781 130,735 624,149 307,915 173,084 143,150 614,995 306,864 157,901 150,230 Group EBITDA Bakery Food Atrium Restaurant 49,621 20,079 14,890 13,844 62,261 23,936 21,569 17,332 70,905 22,972 24,153 21,039 77,582 22,362 17,875 33,901 87,517 30,304 16,089 30,546 Group PBT Bakery Food Atrium Restaurant 19,376 9,554 1,039 7,251 22,390 11,592 4,579 9,054 32,801 7,554 5,407 12,896 25,376 5,306 (3,021) 25,961 29,716 11,651 (7,174) 24,053 Profit attributable to the equity holders of the company 12,000 26,369 22,171 7,602 11,436 Cash Flow Statement (S$'000) Cash flows from operating activities Capital expenditure, net Cash flows used in investing activities Net increase/(decrease) in borrowings Cash flows from/(used in) financing activities 53,436 (92,566) (126,745) 57,712 50,245 71,439 (106,170) (120,420) 72,453 65,120 73,325 (42,933) (85,914) 28,547 18,516 66,462 (37,480) (57,875) 3,597 (9,966) 85,241 (31,905) (21,005) (20,605) (38,173) Balance Sheet (S$'000) Total Assets Cash and cash equivalents Property, plant and equipment Total Liabilities Bank borrowings and debt securities Net debt / (cash) 356,409 64,245 157,408 265,384 96,419 32,174 481,021 79,420 225,860 364,269 168,516 89,096 538,810 95,452 220,670 400,320 197,819 102,367 545,141 94,896 205,696 398,717 201,685 106,789 533,903 120,589 180,663 381,958 181,310 60,721 Key Ratios EBITDA margin (%) Net Margin (%) Return on equity (%) (1) Dividend payout ratio (%) Net gearing (x) (2) Net debt / EBITDA (x) EBITDA / Interest expense (x) 11.1 2.7 15.0 30.5 0.39 0.65 35.80 11.6 4.9 27.9 19.2 0.83 1.43 23.28 12.0 3.8 19.1 19.1 0.82 1.44 19.02 12.4 1.2 6.0 55.6 0.83 1.38 14.56 14.2 1.9 8.8 94.7 0.46 0.69 14.76 Per Share Information (S$'cents) Earnings per share - basic Earnings per share - diluted Net assets per share Dividend per share 4.27 4.25 32.40 1.30 9.37 9.34 41.50 1.80 7.87 7.85 49.16 1.50 2.70 2.69 51.97 1.50 4.07 4.06 54.01 3.85 Income Statement (S$'000) (1) Return on equity is defined as profit attributable to equity holders of the company divided by average shareholders' equity. (2) Net gearing is defined as total bank borrowings and debt securities less cash and cash equivalents divided by shareholders' equity. A N N UA L R E P O RT 2 0 1 6 03 Chairman's message Dear Shareholders The Year in Review growth in the long term. Changes were made to our In 2016, we continued to build on our strengths portfolio to consolidate underperforming assets to deliver growth in spite of a difficult and volatile and focus our resources on maximising growth trading environment. opportunities in faster growing and more profitable segments of our various businesses. Revenue remained steady at S$615.0 million from S$624.1 million in the preceding year, while earnings We maintained a disciplined approach towards before interest, tax, depreciation and amortisation capital investments and cost management. (EBITDA) rose 12.8% year-on-year to S$87.5 million. Increased investments were made in IT infrastructure The improvement in EBITDA margin to 14.2% from and supply chain management systems, which 12.4% in FY2015 reflected the effectiveness of our have resulted in greater operational efficiencies efforts to streamline our operations, better manage and improved margins. More importantly, these our supply chain and control cost. investments in essential infrastructure are building blocks that will improve our competitive position and Consequently, net profit attributable to Shareholders support our longer term growth objectives. increased by 50.4% to S$11.4 million from S$7.6 million in FY2015. To drive us towards enhanced performance, another key element has been the constant strengthening of To reward shareholders, the Board is pleased to our senior management team. recommend a final tax-exempt dividend of 2.0 cents per share. Including the interim dividend of 0.5 Driving Sales Leadership cents and special dividend of 1.35 cents per share, As we centred our focus on long-term earnings the total dividend paid and proposed for FY2016 is growth, we continued to be nimble in spotting 3.85 cents per share. new food trends and develop products that will drive sales and strengthen our market leadership Ensuring consistent and sustainable growth positions. Increased emphasis was placed on During the year, we continued to fine-tune our shortening the time-to-market of new concepts business plans to ensure that the Group can and products, which is critical to success in an continue to deliver consistent and sustainable increasingly competitive marketplace. 04 B R E A DTA L K G R O U P L I M I T E D Our first global concept store at VivoCity seeks to engage consumers in a distinctive experience that hearkens back to enjoying natural goodness and the bliss of great-tasting breads. As we continued our quest to create delicious and the United Kingdom. Having managed the brand for creative flavours, we collaborated with Taiwanese the last 13 years in Singapore and seven years in chef Johnny Chen, who was the Champion of the Thailand, we are indeed very excited to introduce Din 2015 Mondial du Pain, one of the world's most Tai Fung to the European market, which will allow prestigious bread-making competitions. We consumers to appreciate this much-loved authentic launched BreadTalk's most visually beautiful breads Taiwanese cuisine. We expect the first Din Tai Fung to date - the Flavours of Jubilation - which included restaurant to open in London by end 2017. three of Chef Johnny's award-winning recipes in both Singapore and Shanghai to much acclaim. Nearer home, we are moving into Yangon, Myanmar with the opening of our first BreadTalk outlet in March 2017 through a franchise agreement with the Shwe Taung Group. The Shwe Taung Group is an established conglomerate with diversified business interests including property development and investment, construction, infrastructure and trading. With a growing middle class and rising retail Chef Johnny Chen, Champion of the 2015 Mondial du Pain continues his quest to create delicious and creative flavours for BreadTalk. consumption, we see immense growth opportunities for BreadTalk in Myanmar. We are currently working with our partner to conduct greater market research As a player in the competitive F&B industry, and to tailor our products to suit the local tastes. delivering experiential concepts and innovative products to market quickly is of critical importance. Another exciting development in our overseas Not only does it constantly draw customers, it also operations during the year was the opening of our increases brand recognition and heightens the BreadTalk, Toast Box, and Food Republic outlets in perceived value of the BreadTalk brand across the Shanghai Disney Resort. We will continue to source region. As such, we will continue to develop our R&D, for collaboration opportunities with world-class as well as work with strategic partners, to build up strategic partners to situate our brands in top-notch our pipeline of innovative products for 2017. properties, so as to strengthen our leadership position and brand recognition throughout Asia. Maximising Growth Opportunities As part of our consolidation efforts in 2016, we In our search for new growth opportunities, we are also made some hard decisions to close down looking beyond Asia and the Middle East to the underperforming outlets and focus on growing the global marketplace. In November 2016, we inked outperforming ones. As a result, we are seeing an agreement to operate the Din Tai Fung brand in significant improvements in our bakery business in Hong Kong and Malaysia, and we are expecting A N N UA L R E P O RT 2 0 1 6 05 Chairman's message better performance of our food atrium business in January 2017. We expect to record a gain of S$9.3 China in 2017. We have also commenced the review million before transaction costs. of our franchise portfolio with the aim to consolidate and be prepared for future expansion. Developing Human Capital Talent development is also an important pillar for building long-term sustainable growth. We have developed various training programmes, forums and seminars to develop the capabilities of our employees, nurture their careers, and manage the performance of individuals and teams. Our Beijing Tongzhou Integrated Development investment will help to further enhance our presence in Mainland China. We will continue to evaluate our return on capital for our other property investments which include AXA Tower, CHIJMES, and Beijing Tongzhou Integrated Development, and realise their value when the opportunities arise. Looking Ahead in 2017 While the current political uncertainties and We continually improve our various training programmes to develop and harness the collective capabilities of our employees. economic headwinds in Asia and globally will Over the years, we have also built a pool of talented some time to come, we are confident that our people in our various overseas operations. To strategic direction, our strong portfolio of brands, provide a cross-cultural platform for exchanging our robust pipeline of innovative products, and ideas, we held our very own 'GM12 Summit' where unwavering commitment to customer service and 12 of our top-performing General Managers of quality, will position us well to continue to deliver the BreadTalk brand around the region gathered growth and value to all our stakeholders. continue to make trading conditions difficult for to share their experiences of driving sales and managing challenges creatively and resourcefully in Acknowledgments their respective markets. It was a beneficial session Our solid performance in 2016, in spite of various for all. market challenges, reflected the hard work and dedication of our employees. On behalf of the Following our accreditation as an 'Approved Training Board, I would like to thank the team for their efforts. Centre' by WDA in 2015, our training team has I am also grateful to my fellow Directors for their diligently developed six more modules that will commitment to the BreadTalk Group. Their active allow our staff to attain the full WSQ F&B Operations participation and support have strengthened Board Certification in-house. This is a nationally-recognised decision-making and provided insightful leadership certification in the F&B industry, and will definitely for the Group. enhance the personal and professional development of our staff in their field of work. To all our shareholders, customers, and business partners, thank you for your trust in the Group and continued support. Unlocking Value In line with our capital management strategy to unlock the value of our strategic investments, we divested our stake in TripleOne Somerset, a 17-storey George Quek commercial building in the Orchard Road area in Chairman 06 B R E A DTA L K G R O U P L I M I T E D Corporate information Directors Bankers Dr George Quek Meng Tong DBS Bank Ltd Ms Katherine Lee Lih Leng Oversea-Chinese Banking Corporation Limited Mr Ong Kian Min United Overseas Bank Limited Mr Chan Soo Sen Dr Tan Khee Giap Share Registrar Mr Paul Charles Kenny RHT Corporate Advisory Pte Ltd 9 Raffles Place #29-01 Company Secretaries Republic Plaza Tower 1 Chew Kok Liang Singapore 048619 Shirley Tan Sey Liy Auditors Registered Office Ernst & Young LLP 30 Tai Seng Street One Raffles Quay #09-01 BreadTalk IHQ North Tower Level 18 Singapore 534013 Singapore 048583 Tel: 6285 6116 Fax: 6285 1661 Partner in charge: Philip Ling (since financial year ended 31 December 2016) A N N UA L R E P O RT 2 0 1 6 07 Board of directors From left to right: Dr Tan Khee Giap, Mr Ong Kian Min, Ms Katherine Lee, Dr George Quek, Mr Chan Soo Sen and Mr Paul Charles Kenny 08 B R E A DTA L K G R O U P L I M I T E D Dr George Quek Meng Tong Ms Katherine Lee Lih Leng Chairman Deputy Chairman Doctorate in Business Administration (Honorary), Wisconsin International University, USA DATE OF FIRST APPOINTMENT AS A DIRECTOR DATE OF FIRST APPOINTMENT AS A DIRECTOR 6 March 2003 6 March 2003 DATE OF LAST RE-ELECTION AS DIRECTOR DATE OF LAST RE-ELECTION AS DIRECTOR 20 April 2016 22 April 2014 LENGTH OF SERVICE AS A DIRECTOR LENGTH OF SERVICE AS A DIRECTOR (AS AT 31 DECEMBER 2016) (AS AT 31 DECEMBER 2016) 13 years 10 months 13 years 10 months BOARD COMMITTEES SERVED ON BOARD COMMITTEES SERVED ON Nil Nil PRESENT DIRECTORSHIPS IN OTHER LISTED COMPANIES PRESENT DIRECTORSHIPS IN OTHER LISTED COMPANIES Nil Nil MAJOR APPOINTMENTS MAJOR APPOINTMENTS (OTHER THAN DIRECTORSHIPS IN OTHER LISTED COMPANIES) (OTHER THAN DIRECTORSHIPS IN OTHER LISTED COMPANIES) Director, Sky One Art Investment Pte. Ltd. Director, Heritage R Pte. Ltd. DIRECTORSHIPS IN OTHER LISTED COMPANIES HELD OVER THE DIRECTORSHIPS IN OTHER LISTED COMPANIES HELD OVER THE PRECEDING THREE YEARS PRECEDING THREE YEARS Nil Nil BACKGROUND AND WORKING EXPERIENCE BACKGROUND AND WORKING EXPERIENCE Katherine oversees the Group's research and development, as well as pioneers new ideas and concepts Responsible for concept creation, product development and enhancement of the Group's various brands both locally and globally, Katherine also formulates product training and technical skill upgrade programmes to ensure proper transfer of knowledge and skills to its franchisees in line with its local operations so as to sustain product quality Katherine also spearheads product costing, which is an integral part of product strategy Katherine has more than 20 years of experience in the industry. She was previously the Finance Director of Topwin Singapore prior to which she was in charge of the Human Resource and Operations of more than 20 F&B outlets in Taiwan Founder of BreadTalk Group Limited Led and grew the Company from a homegrown brand to become a dynamic Asian F&B group. He continues to drive its strategic direction and development into the future George started his F&B business in Taiwan in 1982, successfully growing it into a chain of 21 Southeast Asian food outlets within a decade. Returning to Singapore in 1992, he founded Topwin Singapore and subsequently Megabite China in 1996, establishing the food court businesses In 2000, he started the bakery business with BreadTalk Pte Ltd and eventually brought it to list on the SGX in 2003 George is a Brand Champion who has positioned the company's brand portfolio into innovative concepts now widely accepted in Asia and throughout the world. His keen interest in the arts, creative talent, and acute sense of anticipating consumer demands have delighted consumers time and again with the Group's line up of creative F&B concepts Among other awards, George won the Ernst & Young \"Entrepreneur of the Year 2006\" (Emerging Entrepreneur Category), the \"Entrepreneur of the Year Award 2002\" organised by the Association of Small and Medium Enterprises, and The Rotary Club of Singapore, the \"Business Personality of the Year\" Award 2013 accorded by Midas Touch Asia in conjunction with Channel NewsAsia, as well as the \"CEO Brand Leader of the Year 2016\" by Influential Brands A N N UA L R E P O RT 2 0 1 6 09 Board of directors Mr Ong Kian Min Dr Tan Khee Giap Lead Independent Director Independent Director LLB (Hons) (Ext), University of London, UK BSc (Hons), Imperial College (London), UK PhD (Economics), University of East Anglia, UK DATE OF FIRST APPOINTMENT AS A DIRECTOR DATE OF FIRST APPOINTMENT AS A DIRECTOR 30 April 2003 1 October 2010 DATE OF LAST RE-ELECTION AS DIRECTOR DATE OF LAST RE-ELECTION AS DIRECTOR 22 April 2015 22 April 2014 LENGTH OF SERVICE AS A DIRECTOR LENGTH OF SERVICE AS A DIRECTOR (AS AT 31 DECEMBER 2016) (AS AT 31 DECEMBER 2016) 13 years 8 months 6 years 3 months BOARD COMMITTEES SERVED ON BOARD COMMITTEES SERVED ON Audit Committee (Chairman) Nominating Committee (Chairman) Remuneration Committee (Member) Audit Committee (Member) Nominating Committee (Member) Remuneration Committee (Member) PRESENT DIRECTORSHIPS IN OTHER LISTED COMPANIES PRESENT DIRECTORSHIPS IN OTHER LISTED COMPANIES Boustead Projects (Independent Director) TEE Land Limited (Independent Director) Food Empire Holdings Limited (Independent Director) HUPSteel Limited (Non-Executive Chairman) Jaya Holdings Limited (Independent Director) Penguin International Limited (Lead Independent Director) Silverlake Axis Ltd (Independent Director) MAJOR APPOINTMENTS (OTHER THAN DIRECTORSHIPS IN OTHER LISTED COMPANIES) Consultant, Drew & Napier LLC Senior Advisor, Alpha Advisory Pte. Ltd. Founder, Kanesaka Sushi Pte. Ltd. Director, OUE Hospitality REIT Management Pte. Ltd. Director, OUE Hospitality Trust Management Pte. Ltd. Director, GPTW Institute (Singapore) Pte Ltd Director, Qenergy Pte. Ltd. MAJOR APPOINTMENTS (OTHER THAN DIRECTORSHIPS IN OTHER LISTED COMPANIES) Associate Professor & Co-Director, Asia Competitiveness Institute, Lee Kuan Yew School of Public Policy, National University of Singapore Chair, Singapore National Committee for Pacific Economic Cooperation DIRECTORSHIPS IN OTHER LISTED COMPANIES HELD OVER THE PRECEDING THREE YEARS: Forterra Real Estate Pte. Ltd. (Trustee-Manager of Forterra Trust) Artivision Technologies Ltd. (Independent Director) DIRECTORSHIPS IN OTHER LISTED COMPANIES HELD OVER THE BACKGROUND AND WORKING EXPERIENCE PRECEDING THREE YEARS Member, Resource Panel of the Government Parliamentary Committee for Transport and Government Member, Parliamentary Committee for Finance and Trade & Industry Member, Government Parliamentary Committee for Defence and Foreign Affairs (since 2007) Associate Dean, Graduate Studies Office, Nanyang Technological University (2007-2009) Deputy President, Singapore Economic Society (2004) Deputy Chairman, IPS Forum for Economic Restructuring (2003) Chairman, Task Force on Portable Medical Benefits Member, 2002 Economic Review Committee China Energy Limited GMG Global Ltd (Independent Director) BACKGROUND AND WORKING EXPERIENCE Member of Parliament (1997-2011) Partner, Shook Lin & Bok (1994-2000) President's Scholarship and Police Force Scholarship (1979) Called to the Bar of England and Wales in 1988 and to the Singapore Bar in 1989 More than 20 years of legal practice in corporate and commercial law, such as, mergers and acquisitions, joint ventures, restructuring, and corporate governance 10 B R E A DTA L K G R O U P L I M I T E D Mr Chan Soo Sen Mr Paul Charles Kenny Independent Director Non-Executive Director MSc, Stanford University, USA BA (Hons), Oxford University, UK General Management Programme, Ashridge Management College, UK DATE OF FIRST APPOINTMENT AS A DIRECTOR DATE OF FIRST APPOINTMENT AS A DIRECTOR 14 August 2006 1 March 2016 DATE OF LAST RE-ELECTION AS DIRECTOR DATE OF LAST RE-ELECTION AS DIRECTOR 20 April 2016 20 April 2016 LENGTH OF SERVICE AS A DIRECTOR LENGTH OF SERVICE AS A DIRECTOR (AS AT 31 DECEMBER 2016) (AS AT 31 DECEMBER 2016) 10 years 5 months 10 months BOARD COMMITTEES SERVED ON BOARD COMMITTEES SERVED ON Audit Committee (Member) Nominating Committee (Member) Remuneration Committee (Chairman) Nil PRESENT DIRECTORSHIPS IN OTHER LISTED COMPANIES Director, Minor International Plc. PRESENT DIRECTORSHIPS IN OTHER LISTED COMPANIES Cogent Holdings Limited (Lead Independent Director) Midas Holdings Limited (Independent Director) MAJOR APPOINTMENTS (OTHER THAN DIRECTORSHIPS IN OTHER LISTED COMPANIES) DIRECTORSHIPS IN OTHER LISTED COMPANIES HELD OVER THE Chief Executive Officer and Director, The Minor Food Group Plc. Director, Select Service Partner Limited Director, Oaks Hotel & Resort Limited Director, The Minor (Beijing) Restaurant Management Co. Ltd. Director, Minor DKL Food Group Pty. Ltd. Director, Liwa Minor Food & Beverages LLC Shareholder, Minor International Plc. Shareholder, S&P Syndicate Plc. PRECEDING THREE YEARS SunMoon Food Company Limited DIRECTORSHIPS IN OTHER LISTED COMPANIES HELD OVER THE BACKGROUND AND WORKING EXPERIENCE Nil MAJOR APPOINTMENTS (OTHER THAN DIRECTORSHIPS IN OTHER LISTED COMPANIES) Adjunct Professor, Nanyang Centre of Public Administration, Nanyang Technological University Chairman, SCP Consultants Chairman, Dongus Institute for Development & Strategy PRECEDING THREE YEARS Executive Vice President, Singbridge International Singapore Pte Ltd (2009-2012) Director (Chairman's Office), Keppel Corporation (2006-2009) Minister of State, Ministry of Trade & Industry (20052006) Minister of State, Ministry of Education (2004-2006) Minister of State, Prime Minister's Office & Ministry of Community Development & Sports (2001-2004) Senior Parliamentary Secretary, Prime Minister's Office & Ministry of Health (2001) Parliamentary Secretary, Prime Minister's Office & Ministry of Health (1999-2001) Parliamentary Secretary, Prime Minister's Office & Ministry of Community Development (1997-1999) Member of Parliament (1996-2011) CEO, China-Singapore Suzhou Industrial Park Development Co Ltd (1994-1996) BACKGROUND AND WORKING EXPERIENCE Chief Executive Officer, The Minor Food Group Plc. (2002-present) Senior Vice President/Chief Operating Officer, The Minor Food Group Plc. (1993-2002) Managing Director, Pizza Hut (Taiwan) Jardine Pacific Ltd. T.P.H. Company Ltd. (1990-1993) Operations Manager, Jardine Restaurant, Victoria, Australia (1987-1989) A N N UA L R E P O RT 2 0 1 6 11 Key management Oh Eng Lock Group Chief Executive Officer Eng Lock was appointed as Group CEO on 1 January 2011. As Group CEO, he oversees the Group's global operations, focusing on strategic planning, investments, business development, and regional expansion. Prior to his appointment as Group CEO, Eng Lock was Regional Managing Director with Merrill Lynch Asia Pacific Ltd in Hong Kong, overseeing the North Asia businesses. He has also garnered vast senior executive and management experience at DBS Bank and United Overseas Bank, growing their franchises in China, Taiwan, and the USA. Eng Lock holds a Bachelor of Arts degree from the University of Singapore. Chan Ying Jian Group Chief Financial Officer Ying Jian was appointed as Group CFO on 10 June 2015. As Group CFO, he is responsible for corporate finance and treasury, shared services, reporting, tax, legal and risk management functions across our businesses. He works alongside the senior management team on Group and Division level investments, mergers, acquisitions, and joint ventures. He also fronts the investor relations efforts of the Group. Before his appointment as Group CFO, Ying Jian was Financial Controller of the Group's Food Atrium Division from 1 August 2014. Prior to joining the Group, Ying Jian was Vice President of Equity Research with J.P. Morgan Securities Singapore, serving as Sector Head of Agri-Commodities and Consumer Staples for the ASEAN region. Ying Jian graduated summa cum laude (with Highest Distinction) from the Singapore Management University with double-degree in Business Management (Finance) and Accountancy. He is also a Chartered Accountant of Singapore (CA Singapore) and Chartered Financial Analyst (CFA) by qualifications. 12 B R E A DTA L K G R O U P L I M I T E D Tan Aik Peng CEO, Bakery Division Aik Peng joined BreadTalk Group as Managing Director, Bakery Division on 20 October 2014 and was subsequently appointed CEO of the Division on 25 May 2015. Prior to joining the Group, Aik Peng was the Head of Corporate Strategy, Planning and Business Development department for SATS Ltd, responsible for developing the company's overall strategic roadmap and driving its inorganic growth through identifying, qualifying, pursuing, and closing Business Development opportunities (JVs, M&As, Strategic Alliances, etc.) both locally and overseas. Before that, Aik Peng spent 12 years at Cisco Systems - a US multi-national company and the global market leader of networking and communications equipment. During his tenure with Cisco, he held various roles such as Strategic Business Transformation, Sales and Marketing Management, Business Development, Solutions Development, Strategic Partnership, Advisory/ Consulting Services, Program Management and IT Operations/ Implementations. His last role with Cisco was Managing Director of Cisco China Smart+Connected Communities Business Unit and Vice President of Cisco China Strategic Business Transformation Office. Aik Peng completed his MBA at the Nanyang Business School, Singapore. He also holds a Bachelor of Mechanical Engineering (Hons, 2nd Upper) and a Master of Engineering in Quality and Statistics from the National University of Singapore. Jenson Ong Chin Hock CEO, Food Atrium Division Jenson was appointed CEO, Food Atrium Division on 1 January 2011. As CEO of the Food Atrium Division, he is responsible for the overall development, operations, projects execution, and strategic planning of the business globally. Jenson has over 20 years of F&B experience, especially in the food court business. He joined BreadTalk Group in 2003 as Director of Food Republic in China. In 2005, he established Megabite Hong Kong Limited and oversaw the management and operations of Food Republic in Hong Kong as Managing Director until his current appointment. Jenson's passion for the F&B industry has been greatly reflected in his work, in which he pioneered Singapore's first food court business model and initiated more than 100 food court concepts and more than 350 F&B outlets in ASEAN and Greater China. A N N UA L R E P O RT 2 0 1 6 13 Key management Cheng William CEO, Restaurant Division William was appointed CEO of Restaurant Division on 1 January 2011. He leads the Company's overarching business and marketing strategies, structure, and people development that drive sales and profitability across our Din Tai Fung businesses in Singapore, Thailand, and United Kingdom. All functional leaders in the Restaurant Division report to William, a 14-year veteran with the Company. He has more than 20 years of extensive culinary and operations experience and previously served as a Branch Manager at BreadTalk before the inception of Din Tai Fung in 2003. Under his leadership, Din Tai Fung has successfully launched a state-of-the-art Central Kitchen, researched and developed a range of popular signature dishes that have won the hearts of Singaporeans, Thais, and international patrons, as well as generated strong sales and profit growth for the heritage brand. He placed a renewed focus on quality customer service and brand relevance through customer-centric initiatives supported by a people-centric culture. Frankie Quek Swee Heng CEO, ASEAN Region Frankie was appointed as CEO, ASEAN Region on 15 October 2012. In his role, Frankie is involved in the formulation and implementation of the expansion plans for the Group in the ASEAN Region. Frankie joined the Group in 2001, starting out as the Group's Assistant General Manager and subsequently as the General Manager in 2002. He then held various portfolios within the Group including the Head of Bakery operations in Shanghai and Beijing from January 2005, and was subsequently promoted to Group COO and CEO, China Region on 1 June 2006 prior to his current appointment. He has played an instrumental role in the growth of the Group's Bakery and Food Atrium businesses in China and its subsequent expansion into several ASEAN markets. Frankie holds an honorary Master of Business Administration degree from the American University of Hawaii, USA. 14 B R E A DTA L K G R O U P L I M I T E D CORPORATE AFFAIRS & COMMUNICATIONS CHINA Group Vice President Chief Operating Officer Huang Yingren, Glenn Hu Xiao Feng HUMAN RESOURCES & ADMINISTRATION HONG KONG Group Head Country Manager Chan Wing Git Jennifer Ong INFORMATION TECHNOLOGY THAILAND Group Senior Vice President Country Manager Vincent Ho Vorachai Charoonprasitporn TRAINING Group Vice President Koh Lay Nah A N N UA L R E P O RT 2 0 1 6 15 Awards & accolades DR. GEORGE QUEK (Chairman) ORG A N I SE R Influential Brands C AT EG ORY CEO Brand Leader of the Year YEAR 2016 ORG A N I SE R Midas Touch Asia C AT EG ORY Business Personality of the Year YEAR 2013 16 years in the baking and the BreadTalk Group has continued to stay true to its mission, values, and brand personality. We pride ourselves in delighting consumers with our innovative blend of unique concepts and distinctive cuisines across our bakery, ORG A N I SE R Ernst & Young, Singapore C AT EG ORY Entrepreneur of the Year YEAR 2006 restaurant, and food atrium divisions. ORG A N I SE R In 2016, our brand efforts continued to be recognised C AT EG ORY with our founder and chairman, Dr George Quek, being honoured as one of the recipients for \"CEO ASME and The Rotary Club Entrepreneur of the Year YEAR 2002 Brand Leader of the Year\" at the Influential Brands Awards 2016. This is an inaugural category to recognise business leaders for their strong corporate leadership and for fully embracing branding as part of their business strategy. For the second consecutive year, BreadTalk was named Asia's \"Top Brand\" in the Bakery category by the Influential Brands Awards, and \"Brand of BREADTALK GROUP ORG A N I SE R China Chain Store & Franchise Association C AT EG ORY the Year 2016-2017\" in the Bakery category at the CCFA Retail Innovation Award prestigious World Branding Awards. Other awards YEAR won by the brand include \"Five Star Diamond Brand 2016 Award\" by the World Brand Laboratory Award, and ORG A N I SE R the \"CCFA Retail Innovation Award\" by the China World Branding Awards Chain Store & Franchise Association. C AT EG ORY Din Tai Fung was named, for the fourth consecutive year, Asia's \"Top Brand\" under the Asian Restaurant category by the Influential Brands Awards. For Brand Finance's \"Top 100 Singapore's Brands\Running head: BREADTALK GROUP LIMITED ACCOUNTING Student's Name Institution 1 BREADTALK GROUP LIMITED 2 The Roles of the Board of Directors at Breadtalk Group Limited The board of directors has the role of providing entrepreneurial leadership. It also sets strategic direction as well as the overall corporate policies which guide the business. It should ensure that it adopts an effective leadership style which serves to empower the management team as well as the whole organization. How well the organizational culture supports the values of the organization is an important question as an area of focus by the board of directors. Effective leadership is supported by quality communication. The expectations set out by the board should be communicated down the organizational structure to all the relevant divisions (Klettner, 2016, p.3). The board supervises, monitor as well as reviews the performance of the management team. The board delegates its roles and responsibilities to the management team who runs the day to day operations of the business. The board in this respect plays an oversight role. It monitors and actively supervises the actions and functions of the management. At BreadTalk Group, the board of directors works with three committee groups. These committees include Remuneration committee, Audit Committee, and the Nominating Committee. The Remuneration committee supports the human resource management functions while the audit committee is involved in all the internal audit matters of the business. In its role, the board works to ensure that there is adequate internal control measures as well as objective risk management. Related to this is the financial performance review by the board in line with the policies of the company. BreadTalk Group Limited operates as a multinational corporation with operations in different countries. Sustainable operations in all the business environments and consistency in financial performance as well as corporate social responsibility is in the company's core values. In relation to this, the board ensures that there is BREADTALK GROUP LIMITED 3 compliance with the international business laws and regulations (Sjafjell & Richardson, 2015, p.169). The Board of Directors at Breadtalk Group has a role of setting organizations' standards and values. This covers the business ethical standards as well as the human resource requirements in business. The aim of this role is to meet the objectives and expectations of the shareholders. BreadTalk Group has set growth to be one of its organizational goals. Within the framework of this role, the board plans and approve capital investments within the company. Some of the capital investments transactions is in the information technology infrastructure. The objectives of these investments are geared towards enhancing the operational efficiency and business profitability. The board also has the role of approving the annual budget, and the major investments or divestment proposals. These business should be done according to the policies of the company as the responsibility of the board. The board should also ensure that all the financial reporting is done in accordance with the generally accepted accounting principles and the independence of the auditors is safeguarded. With the coordination of the internal auditors, the board has the role of implementing the different controls to guide the operations. Such controls are set to enhance accountability and transparency in business. The internal audit team reports directly to the board of directors who is the shareholders' agents and the representative of their interests. The sixth role of the board is to assume the responsibility for good corporate governance. Corporate governance is about serving the interests of all the stakeholders of the company including shareholders' interests. The board should ensure that there is transparency and accountability in conducting shareholders affairs. One of the goals and objectives is the maximization of shareholder wealth. This objective is achieved through proper internal controls BREADTALK GROUP LIMITED 4 in the management function (Haines, 2016, p.24). The board monitors closely the performance of the management team. Major changes in the management are done in consultation with the board of directors at BreadTalk Group Limited. Deviation from the Code of Corporate Governance There is a gap in the role of the nominating committee in regards to the code of corporate governance. The board, according to the policy of the company should remain as independent as possible. The Nominating committee has too many powers over the board which could compromise the independence of the board to some extent. The reason for the independence of the board is to ensure that it remains accountable to the shareholders and other stakeholders of the company. At BreadTalk Group, the Nominating Committee reviews the performance of the independent directors. The company has a total of three independent directors in the board who are nominated by the committee for appointment. Strategies Undertaken By the BOD in Fulfilling Their Roles The Board of Directors has in place formally conducted board meetings. In these board meetings, there is a review of business in the organization. Other meetings are also put in place by the different committees to address a specific issue. One of the agenda in these meetings is the approval of the financial operations of the company. The board is able to approve such items as budgeting and significant capital investments in business. In the policy of the company, meetings are also held through different communication technology channels such as video conferencing as well as phone calls. Such channels have been introduced to supplement the physical meetings. As a strategy at BreadTalk Group, the board of directors are given an opportunity to meet regularly with the management at the business facilities. These meetings are geared towards enabling the board to discharge their supervisory role effectively. New members of the board are BREADTALK GROUP LIMITED 5 also given orientation about the company and the functions of its different divisions. This includes training on the policies of the company as well as industry trends and developments. Seminars are also organized in the company to equip the board with the relevant skills in discharging their roles and responsibilities. The board should safeguard the interest of all the stakeholders of the business (Williams, 2015, p.63). The role of the chairman and the Group Chief Executive Officer at the company is clearly defined and separated. The chairman has the role of ensuring that the board functions effectively. This includes a clear strategy in conducting all the affairs and discharging the roles and responsibilities according to the policies of the company. The board which includes independent directors have the guidance and direction of the company secretary. The company secretary informs the board of all the necessary information of the company and gives them support. In the strategy, the management provides all the necessary information on the business operations. This collaboration is a strategy in delivering the functions of the board as well as supporting the management. BREADTALK GROUP LIMITED 6 References Haines, S. (2016). The systems thinking approach to strategic planning and management. CRC Press. Keay, A. (2015). Board Accountability in Corporate Governance. Routledge. Klettner, A. (2016). Corporate Governance Regulation: The Changing Roles and Responsibilities of Boards of Directors. Taylor & Francis. Sjfjell, B., & Richardson, B. J. (Eds.). (2015). Company Law and Sustainability. Cambridge University Press. The Annual Report, (2016). BreadTalk http://breadtalk.listedcompany.com/misc/ar2016.pdf Williams, C. (2015). Effective management. Cengage Learning. Group. Retrieved from: Running head: BREADTALK GROUP LIMITED ACCOUNTING Student's Name Institution 1 BREADTALK GROUP LIMITED 2 The Roles of the Board of Directors at Breadtalk Group Limited The board of directors has the role of providing entrepreneurial leadership. It also sets strategic direction as well as the overall corporate policies which guide the business. It should ensure that it adopts an effective leadership style which serves to empower the management team as well as the whole organization. How well the organizational culture supports the values of the organization is an important question as an area of focus by the board of directors. Effective leadership is supported by quality communication. The expectations set out by the board should be communicated down the organizational structure to all the relevant divisions (Klettner, 2016, p.3). The board supervises, monitor as well as reviews the performance of the management team. The board delegates its roles and responsibilities to the management team who runs the day to day operations of the business. The board in this respect plays an oversight role. It monitors and actively supervises the actions and functions of the management. At BreadTalk Group, the board of directors works with three committee groups. These committees include Remuneration committee, Audit Committee, and the Nominating Committee. The Remuneration committee supports the human resource management functions while the audit committee is involved in all the internal audit matters of the business. In its role, the board works to ensure that there is adequate internal control measures as well as objective risk management. Related to this is the financial performance review by the board in line with the policies of the company. BreadTalk Group Limited operates as a multinational corporation with operations in different countries. Sustainable operations in all the business environments and consistency in financial performance as well as corporate social responsibility is in the company's core values. In relation to this, the board ensures that there is BREADTALK GROUP LIMITED 3 compliance with the international business laws and regulations (Sjafjell & Richardson, 2015, p.169). The Board of Directors at Breadtalk Group has a role of setting organizations' standards and values. This covers the business ethical standards as well as the human resource requirements in business. The aim of this role is to meet the objectives and expectations of the shareholders. BreadTalk Group has set growth to be one of its organizational goals. Within the framework of this role, the board plans and approve capital investments within the company. Some of the capital investments transactions is in the information technology infrastructure. The objectives of these investments are geared towards enhancing the operational efficiency and business profitability. The board also has the role of approving the annual budget, and the major investments or divestment proposals. These business should be done according to the policies of the company as the responsibility of the board. The board should also ensure that all the financial reporting is done in accordance with the generally accepted accounting principles and the independence of the auditors is safeguarded. With the coordination of the internal auditors, the board has the role of implementing the different controls to guide the operations. Such controls are set to enhance accountability and transparency in business. The internal audit team reports directly to the board of directors who is the shareholders' agents and the representative of their interests. The sixth role of the board is to assume the responsibility for good corporate governance. Corporate governance is about serving the interests of all the stakeholders of the company including shareholders' interests. The board should ensure that there is transparency and accountability in conducting shareholders affairs. One of the goals and objectives is the maximization of shareholder wealth. This objective is achieved through proper internal controls BREADTALK GROUP LIMITED 4 in the management function (Haines, 2016, p.24). The board monitors closely the performance of the management team. Major changes in the management are done in consultation with the board of directors at BreadTalk Group Limited. Deviation from the Code of Corporate Governance There is a gap in the role of the nominating committee in regards to the code of corporate governance. The board, according to the policy of the company should remain as independent as possible. The Nominating committee has too many powers over the board which could compromise the independence of the board to some extent. The reason independence of the board is important is to ensure that it remains accountable to the shareholders and other stakeholders of the company. At BreadTalk Group, the Nominating Committee reviews the performance of the independent directors. The company has a total of three independent directors in the board who are nominated by the committee for appointment (Annual Report, 2016, p.36). Strategies Undertaken By the BOD in Fulfilling Their Roles The strategy which is undertaken by the board in in its role of providing entrepreneurial leadership is in the close collaboration with the management. The members of the board share information with the management in order to give the required guidelines. (Annual Report, 2016, p. 35). Regular reviews of the quarterly and annual reports are also done by the board in order to analyze the performance of the management in its duties. The board is able to approve such items as budget as well as the significant capital investments in business. In the policy of the company, meetings are also held through different communication technology channels such as video conferencing as well as phone calls. Such channels have been introduced to supplement the physical meetings (Annual Report, 2016, p.35). BREADTALK GROUP LIMITED There is an established risk identification strategy and risk management framework to guide the role of the board in risk management and internal control. This strategy involves the identification of the key risk aspects and the measures put in place to mitigate them (Annual Report, 2016, p.45). The board's role of internal control is supported by an established internal audit department. This department is maintained by the board to safeguard the interest of the shareholders as well as report important matters to the board of directors. The board also ensure that the staff who run the internal audit department are qualified and equipped with the relevant audit skills (Annual Report, (2016), p.49). Effective communication is one of the strategy which supports the role of setting organizational standards and values. The policy of the company states that there should be effective disclosure of important information to the shareholders. Reporting function include timely posting of the annual reports, quarterly announcements and press releases on all the significant business developments (Annual Report, P.50). In respect to the role of assuming responsibility of good corporate governance, there is a guiding policy which advocates for independence of the audit department and transparency. There are confidential channels where misconducts and unprofessional behaviors are reported by all the company stakeholders directly to the board (Annual Report, (2016), p. 47-48). 5 BREADTALK GROUP LIMITED 6 References Haines, S. (2016). The systems thinking approach to strategic planning and management. CRC Press. Keay, A. (2015). Board Accountability in Corporate Governance. Routledge. Klettner, A. (2016). Corporate Governance Regulation: The Changing Roles and Responsibilities of Boards of Directors. Taylor & Francis. Sjfjell, B., & Richardson, B. J. (Eds.). (2015). Company Law and Sustainability. Cambridge University Press. The Annual Report, (2016). BreadTalk http://breadtalk.listedcompany.com/misc/ar2016.pdf Group. Retrieved from: Running head: BREADTALK GROUP LIMITED ACCOUNTING Student's Name Institution 1 BREADTALK GROUP LIMITED 2 The Roles of the Board of Directors at Breadtalk Group Limited The board of directors has the role of providing entrepreneurial leadership. It also sets strategic direction as well as the overall corporate policies which guide the business. It should ensure that it adopts an effective leadership style which serves to empower the management team as well as the whole organization. How well the organizational culture supports the values of the organization is an important question as an area of focus by the board of directors. Effective leadership is supported by quality communication. The expectations set out by the board should be communicated down the organizational structure to all the relevant divisions (Klettner, 2016, p.3). The board supervises, monitor as well as reviews the performance of the management team. The board delegates its roles and responsibilities to the management team who runs the day to day operations of the business. The board in this respect plays an oversight role. It monitors and actively supervises the actions and functions of the management. At BreadTalk Group, the board of directors works with three committee groups. These committees include Remuneration committee, Audit Committee, and the Nominating Committee. The Remuneration committee supports the human resource management functions while the audit committee is involved in all the internal audit matters of the business. In its role, the board works to ensure that there is adequate internal control measures as well as objective risk management. Related to this is the financial performance review by the board in line with the policies of the company. BreadTalk Group Limited operates as a multinational corporation with operations in different countries. Sustainable operations in all the business environments and consistency in financial performance as well as corporate social responsibility is in the company's core values. In relation to this, the board ensures that there is BREADTALK GROUP LIMITED 3 compliance with the international business laws and regulations (Sjafjell & Richardson, 2015, p.169). The Board of Directors at Breadtalk Group has a role of setting organizations' standards and values. This covers the business ethical standards as well as the human resource requirements in business. The aim of this role is to meet the objectives and expectations of the shareholders. BreadTalk Group has set growth to be one of its organizational goals. Within the framework of this role, the board plans and approve capital investments within the company. Some of the capital investments transactions is in the information technology infrastructure. The objectives of these investments are geared towards enhancing the operational efficiency and business profitability. The board also has the role of approving the annual budget, and the major investments or divestment proposals. These business should be done according to the policies of the company as the responsibility of the board. The board should also ensure that all the financial reporting is done in accordance with the generally accepted accounting principles and the independence of the auditors is safeguarded. With the coordination of the internal auditors, the board has the role of implementing the different controls to guide the operations. Such controls are set to enhance accountability and transparency in business. The internal audit team reports directly to the board of directors who is the shareholders' agents and the representative of their interests. The sixth role of the board is to assume the responsibility for good corporate governance. Corporate governance is about serving the interests of all the stakeholders of the company including shareholders' interests. The board should ensure that there is transparency and accountability in conducting shareholders affairs. One of the goals and objectives is the maximization of shareholder wealth. This objective is achieved through proper internal controls BREADTALK GROUP LIMITED 4 in the management function (Haines, 2016, p.24). The board monitors closely the performance of the management team. Major changes in the management are done in consultation with the board of directors at BreadTalk Group Limited. Deviation from the Code of Corporate Governance There is a gap in the role of the nominating committee in regards to the code of corporate governance. The board, according to the policy of the company should remain as independent as possible. The Nominating committee has too many powers over the board which could compromise the independence of the board to some extent. The reason for the independence of the board is to ensure that it remains accountable to the shareholders and other stakeholders of the company. At BreadTalk Group, the Nominating Committee reviews the performance of the independent directors. The company has a total of three independent directors in the board who are nominated by the committee for appointment. Strategies Undertaken By the BOD in Fulfilling Their Roles The Board of Directors has in place formally conducted board meetings. In these board meetings, there is a review of business in the organization. Other meetings are also put in place by the different committees to address a specific issue. One of the agenda in these meetings is the approval of the financial operations of the company. The board is able to approve such items as budgeting and significant capital investments in business. In the policy of the company, meetings are also held through different communication technology channels such as video conferencing as well as phone calls. Such channels have been introduced to supplement the physical meetings. As a strategy at BreadTalk Group, the board of directors are given an opportunity to meet regularly with the management at the business facilities. These meetings are geared towards enabling the board to discharge their supervisory role effectively. New members of the board are BREADTALK GROUP LIMITED 5 also given orientation about the company and the functions of its different divisions. This includes training on the policies of the company as well as industry trends and developments. Seminars are also organized in the company to equip the board with the relevant skills in discharging their roles and responsibilities. The board should safeguard the interest of all the stakeholders of the business (Williams, 2015, p.63). The role of the chairman and the Group Chief Executive Officer at the company is clearly defined and separated. The chairman has the role of ensuring that the board functions effectively. This includes a clear strategy in conducting all the affairs and discharging the roles and responsibilities according to the policies of the company. The board which includes independent directors have the guidance and direction of the company secretary. The company secretary informs the board of all the necessary information of the company and gives them support. In the strategy, the management provides all the necessary information on the business operations. This collaboration is a strategy in delivering the functions of the board as well as supporting the management. BREADTALK GROUP LIMITED 6 References Haines, S. (2016). The systems thinking approach to strategic planning and management. CRC Press. Keay, A. (2015). Board Accountability in Corporate Governance. Routledge. Klettner, A. (2016). Corporate Governance Regulation: The Changing Roles and Responsibilities of Boards of Directors. Taylor & Francis. Sjfjell, B., & Richardson, B. J. (Eds.). (2015). Company Law and Sustainability. Cambridge University Press. The Annual Report, (2016). BreadTalk http://breadtalk.listedcompany.com/misc/ar2016.pdf Williams, C. (2015). Effective management. Cengage Learning. Group. Retrieved from: Running head: BREADTALK GROUP LIMITED ACCOUNTING Student's Name Institution 1 BREADTALK GROUP LIMITED 2 The Roles of the Board of Directors at Breadtalk Group Limited The board of directors has the role of providing entrepreneurial leadership. It also sets strategic direction as well as the overall corporate policies which guide the business. It should ensure that it adopts an effective leadership style which serves to empower the management team as well as the whole organization. How well the organizational culture supports the values of the organization is an important question as an area of focus by the board of directors. Effective leadership is supported by quality communication. The expectations set out by the board should be communicated down the organizational structure to all the relevant divisions (Klettner, 2016, p.3). The board supervises, monitor as well as reviews the performance of the management team. The board delegates its roles and responsibilities to the management team who runs the day to day operations of the business. The board in this respect plays an oversight role. It monitors and actively supervises the actions and functions of the management. At BreadTalk Group, the board of directors works with three committee groups. These committees include Remuneration committee, Audit Committee, and the Nominating Committee. The Remuneration committee supports the human resource management functions while the audit committee is involved in all the internal audit matters of the business. In its role, the board works to ensure that there is adequate internal control measures as well as objective risk management. Related to this is the financial performance review by the board in line with the policies of the company. BreadTalk Group Limited operates as a multinational corporation with operations in different countries. Sustainable operations in all the business environments and consistency in financial performance as well as corporate social responsibility is in the company's core values. In relation to this, the board ensures that there is BREADTALK GROUP LIMITED 3 compliance with the international business laws and regulations (Sjafjell & Richardson, 2015, p.169). The Board of Directors at Breadtalk Group has a role of setting organizations' standards and values. This covers the business ethical standards as well as the human resource requirements in business. The aim of this role is to meet the objectives and expectations of the shareholders. BreadTalk Group has set growth to be one of its organizational goals. Within the framework of this role, the board plans and approve capital investments within the company. Some of the capital investments transactions is in the information technology infrastructure. The objectives of these investments are geared towards enhancing the operational efficiency and business profitability. The board also has the role of approving the annual budget, and the major investments or divestment proposals. These business should be done according to the policies of the company as the responsibility of the board. The board should also ensure that all the financial reporting is done in accordance with the generally accepted accounting principles and the independence of the auditors is safeguarded. With the coordination of the internal auditors, the board has the role of implementing the different controls to guide the operations. Such controls are set to enhance accountability and transparency in business. The internal audit team reports directly to the board of directors who is the shareholders' agents and the representative of their interests. The sixth role of the board is to assume the responsibility for good corporate governance. Corporate governance is about serving the interests of all the stakeholders of the company including shareholders' interests. The board should ensure that there is transparency and accountability in conducting shareholders affairs. One of the goals and objectives is the maximization of shareholder wealth. This objective is achieved through proper internal controls BREADTALK GROUP LIMITED 4 in the management function (Haines, 2016, p.24). The board monitors closely the performance of the management team. Major changes in the management are done in consultation with the board of directors at BreadTalk Group Limited. Deviation from the Code of Corporate Governance There is a gap in the role of the nominating committee in regards to the code of corporate governance. The board, according to the policy of the company should remain as independent as possible. The Nominating committee has too many powers over the board which could compromise the independence of the board to some extent. The reason independence of the board is important is to ensure that it remains accountable to the shareholders and other stakeholders of the company. At BreadTalk Group, the Nominating Committee reviews the performance of the independent directors. The company has a total of three independent directors in the board who are nominated by the committee for appointment (Annual Report, 2016, p.36). Strategies Undertaken By the BOD in Fulfilling Their Roles The strategy which is undertaken by the board in in its role of providing entrepreneurial leadership is in the close collaboration with the management. The members of the board share information with the management in order to give the required guidelines. (Annual Report, 2016, p. 35). Regular reviews of the quarterly and annual reports are also done by the board in order to analyze the performance of the management in its duties. The board is able to approve such items as budget as well as the significant capital investments in business. In the policy of the company, meetings are also held through different communication technology channels such as video conferencing as well as phone calls. Such channels have been introduced to supplement the physical meetings (Annual Report, 2016, p.35). BREADTALK GROUP LIMITED There is an established risk identification strategy and risk management framework to guide the role of the board in risk management and internal control. This strategy involves the identification of the key risk aspects and the measures put in place to mitigate them (Annual Report, 2016, p.45). The board's role of internal control is supported by an established internal audit department. This department is maintained by the board to safeguard the interest of the shareholders as well as report important matters to the board of directors. The board also ensure that the staff who run the internal audit department are qualified and equipped with the relevant audit skills (Annual Report, (2016), p.49). Effective communication is one of the strategy which supports the role of setting organizational standards and values. The policy of the company states that there should be effective disclosure of important information to the shareholders. Reporting function include timely posting of the annual reports, quarterly announcements and press releases on all the significant business developments (Annual Report, P.50). In respect to the role of assuming responsibility of good corporate governance, there is a guiding policy which advocates for independence of the audit department and transparency. There are confidential channels where misconducts and unprofessional behaviors are reported by all the company stakeholders directly to the board (Annual Report, (2016), p. 47-48). 5 BREADTALK GROUP LIMITED 6 References Haines, S. (2016). The systems thinking approach to strategic planning and management. CRC Press. Keay, A. (2015). Board Accountability in Corporate Governance. Routledge. Klettner, A. (2016). Corporate Governance Regulation: The Changing Roles and Responsibilities of Boards of Directors. Taylor & Francis. Sjfjell, B., & Richardson, B. J. (Eds.). (2015). Company Law and Sustainability. Cambridge University Press. The Annual Report, (2016). BreadTalk http://breadtalk.listedcompany.com/misc/ar2016.pdf Group. Retrieved from