40
GDS Global Limited Annual Report 2015
CORPORATE
GOVERNANCE
Dividend policy
The Company does not have a fixed dividend policy. In considering the form, frequency and amount
of dividends that the Board may recommend or declare in respect of any particular year or period, the
Board takes into account various factors including:
The level of the Group’s cash and retained earnings.
The Group’s actual and projected financial performance.
The Group’s projected levels of capital expenditure and other investment plans.
The Group’s working capital requirements and general financing condition.
Principle 16: Conduct of Shareholders Meetings
The Group supports and encourages active shareholders’ participation at general meetings. The Board
believes that general meetings serve as an opportune forum for shareholders to meet the Board and
key management personnel, and to interact with them. Information on general meetings is disseminated
through notices in the annual reports or circulars sent to all shareholders. The notices are also released via
SGXNET and published in local newspapers, as well as posted on the Company’s website.
The Company’s Articles of Association allows all shareholders to appoint proxies to attend general
meetings and vote on their behalf. As the authentication of shareholder identity information and
other related security issues still remain a concern, the Group has decided, for the time being, not to
implement voting in absentia by mail, email or fax.
Separate resolutions on each distinct issue are tabled at general meetings and explanatory notes are set
out in the notices of general meetings where appropriate. All Directors including Chairman of the Board
and the respective Chairman of the AC, NC and RC, management, and the external auditors are intended
to be in attendance at general meetings to address any queries of the shareholders.
The Company intends to record the minutes of general meetings that include relevant and substantial
comments from shareholders relating to the agenda of the meetings and responses from management.
Such minutes will be available to shareholders upon their request.
The Company will put all resolutions to vote by poll and make an announcement of the detailed results
showing the number of votes cast for and against each resolution and the respective percentages for
general meetings held on and after 1 August 2015.
DEALING IN SECURITIES
The Group has adopted an internal compliance code to provide guidance to its Directors and all
employees of the Group with regard to dealings in the Company’s securities. The code prohibits
dealing in the Company’s securities by the Directors and employees of the Group while in possession
of unpublished price sensitive information. Directors and employees are not allowed to deal in the
Company’s securities on short-term considerations and during the one month before the announcement
of the Company’s half-year and full year financial results. The Directors and employees are also required
to adhere to the provisions of the Securities and Futures Act, Companies Act, the Listing Manual and any
other relevant regulations with regard to their securities transactions. They are also expected to observe
insider trading laws at all times even when dealing in securities within the permitted trading period.
