Investor Relations

Corporate Governance

Our Directors recognise the importance of corporate governance and the offering of high standards of accountability to our Shareholders, and will use best efforts to implement the good practices recommended in the Code of Corporate Governance 2012 (“Code”). Our Board of Directors has formed three committees, namely, the Audit Committee, the Remuneration Committee and the Nominating Committee. We have five Directors on our Board of Directors, of which three are Independent Directors. We have appointed Ang Miah Khiang as our Lead Independent Director. As Lead Independent Director, he is the contact person for Shareholders in situations where there are concerns or issues which communication with our Executive Chairman, Managing Director and/or Financial Controller has failed to resolve or where such communication is inappropriate. Ang Miah Khiang will also take the lead in ensuring compliance with the Code.

Board Practices

Our Directors are appointed by our Shareholders at a general meeting, and an election of Directors takes place annually. One third (or the number nearest one third) of our Directors, are required to retire from office at each annual general meeting. Further, all our Directors are required to retire from office at least once in every three years. However, a retiring Director is eligible for re-election at the meeting at which he retires. Further details of the appointment and retirement of Directors can be found in the section entitled "Summary of Selected Articles of Association of our Company" as set out in Appendix C of this Offer Document.

Our Directors shall generally avoid approving the appointment of alternate directors. Alternate directors shall only be appointed for limited periods in exceptional cases such as when a Director has a medical emergency. If an alternate director is appointed, the alternate director shall be familiar with our Company’s affairs and be appropriately qualified. If a person is proposed to be appointed as alternate director to an Independent Director, our Nominating Committee and our Directors shall review that the person would qualify as an Independent Director before his appointment.

Nominating Committee

Our Nominating Committee comprises Ang Miah Khiang, Tan Jee Ming, Tan Chin Keong and Teo Choon Hock. The Chairman of the Nominating Committee is Tan Jee Ming. Our Nominating Committee will be responsible for:

  • The nomination and re-nomination of our Directors having regard to their contribution, performance and ability to commit sufficient time and attention to the affairs of our Group, taking into account their respective commitments outside our Group;
  • Determining annually whether or not a Director is independent;
  • Deciding whether or not a Director is able to and has been adequately carrying out his duties as a director;
  • Reviewing Board succession plans for Directors;
  • Development of a process for evaluation of the performance of the Board, its committees and Directors;
  • Reviewing training and professional developments programs for the Board;
  • Reviewing and approving any new employment of persons related to the Directors, CEO and Substantial Shareholders and the proposed terms of their employment; and
  • The appointment and re-appointment of Directors (including alternate directors, if applicable).

 

Our Nominating Committee will decide how the Board's performance is to be evaluated and will propose objective performance criteria, subject to the approval of the Board, which address how the Board has enhanced long-term Shareholders' value. The Board will also implement a process to be carried out by our Nominating Committee for assessing the effectiveness of the Board as a whole and for assessing the contribution of each individual Director to the effectiveness of the Board. Each member of our Nominating Committee will not take part in determining his own re-nomination or independence and shall abstain from voting on any resolutions in respect of the assessment of his performance or re-nomination as a Director or that of employees related to him.

Nominating Committee’s view of our Independent Directors

The Nominating Committee having taken into consideration the following:

  • The number of SGX-ST listed company board representations by Ang Miah Khiang;
  • The principal commitments of the Independent Directors;
  • The confirmations by the Independent Directors stating that they are each able to devote sufficient time and attention to the matters of the Company;
  • The Independent Directors’ working experience and expertise in different areas of specialisation; and
  • The composition of the Board

 

is of the view that each of Ang Miah Khiang, Tan Jee Ming and Tan Chin Keong is individually and collectively able to devote sufficient time to the discharge of their duties and are suitable and possess relevant experience as Independent Directors of our Company.

Remuneration Committee

Our Remuneration Committee comprises Ang Miah Khiang, Tan Jee Ming and Tan Chin Keong. The Chairman of the Remuneration Committee is Tan Chin Keong.

Our Remuneration Committee will recommend to our Board a framework of remuneration for our Directors and Executive Officers, and determine specific remuneration packages for each Executive Director. The recommendations of our Remuneration Committee will be submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited to directors' fees, salaries, allowances, bonuses, the Awards to be granted under the PSP, the Options to be issued under the ESOS and other benefits-in-kind shall be covered by our Remuneration Committee.

In addition, our Remuneration Committee will perform an annual review of the remuneration of employees related to our Directors and/or Substantial Shareholders to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. They will also review and approve any bonuses, pay increases and/or promotions for these employees. Each member of our Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration package or that of employees related to him.

Audit Committee

Our Audit Committee comprises Ang Miah Khiang, Tan Jee Ming and Tan Chin Keong. The Chairman of the Audit Committee is Ang Miah Khiang. Our Audit Committee will assist our Board in discharging its responsibility to safeguard our assets, maintain adequate accounting records, and develop and maintain effective systems of internal control, with the overall objective of ensuring that our management creates and maintains an effective control environment in our Group. Our Audit Committee will provide a channel of communication between our Board, our management, our internal auditors and our external auditors on matters relating to audit.

Our Audit Committee will meet periodically to perform the following functions:

  • Review the relevance and consistency of the accounting standards and policies, the significant financial reporting issues, recommendations and judgements made by the external auditors so as to ensure the integrity of the financial statements of our Group and any announcements relating to our Group’s financial performance;
  • Review with the internal auditors the internal audit plan and their evaluation of the adequacy of our internal controls and report to our Board at least annually the adequacy and effectiveness of our Group’s internal controls, including financial, operational, compliance and information technology risks and controls prior to the incorporation of such results in our annual report;
  • Review the scope and results of the external audit, and the independence and objectivity of the external auditors;
  • Monitor and review the implementation of the external auditors’ and internal auditors’ recommendations concurred with management in relation to the adequacy of our internal controls and accounting system addressing financial, operational and compliance risks;
  • Review and approve foreign exchange hedging policies implemented by our Group and conduct periodic review of foreign exchange transactions and hedging policies and procedures;
  • Review the co-operation given by our management to our external auditors and our internal auditors, where applicable;
  • Review our Group's compliance with such functions and duties as may be required under the relevant statutes or the Listing Manual, including such amendments made thereto from time to time;
  • Review and approve interested person transactions and review procedures thereof;
  • Review potential conflicts of interest (if any) and to set out a framework to resolve or mitigate any potential conflicts of interests;
  • Review and approve foreign exchange hedging policies implemented by our Group and conduct periodic review of foreign exchange transactions and hedging policies and procedures;
  • Review our risk management framework, with a view to providing an independent oversight on our Group's financial reporting, the outcome of such review to be disclosed in the annual reports or, where the findings are material, announced immediately via SGXNET;
  • Investigate any matters within its terms of reference;
  • Review the policy and arrangements by which our staff may, in confidence, raise concerns about possible improprieties in matters of our business operations and financial reporting and to ensure that arrangements are in place for the independent investigations of such matter and for appropriate follow-up; and
  • Undertake such other functions and duties as may be required by statute or the Listing Manual, and by such amendments made thereto from time to time.

 

Our Audit Committee will meet, at a minimum, on a half-yearly basis.

Apart from the duties listed above, our Audit Committee shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or suspected infringement of any law, rule or regulation which has or is likely to have a material impact on our Group's operating results and/or financial position. In the event that a member of our Audit Committee is interested in any matter being considered by our Audit Committee, he will abstain from reviewing and deliberating on that particular transaction or voting on that particular resolution.

Our Audit Committee shall also commission an annual internal control audit until such time as our Audit Committee is satisfied that our Group's internal controls are robust and effective enough to mitigate our Group's internal control weaknesses (if any). Prior to the ecommissioning of such an annual audit, our Board is required to report to the SGX-ST and the Sponsor on how the key internal control weaknesses have been rectified, and the basis for the decision to decommission the annual internal control audit. Thereafter, such audits may be initiated by our Audit Committee as and when it deems fit to satisfy itself that our Group's internal controls remain robust and effective. Upon completion of the internal control audit, appropriate disclosure will be made via SGXNET of any material, price-sensitive internal control weaknesses and any follow-up actions to be taken by our Board.

Currently, based on the internal controls established and maintained by our Group, work performed by the internal and external auditors, and reviews performed by our management and our Board, our Board, with the concurrence of our Audit Committee, is of the opinion that our internal control procedures are adequate to address financial, operational and compliance risks.

Director's Training

Our Company shall ensure that all Directors receive training, particularly on relevant laws, regulations and changing commercial risks, from time to time.

Corporate Governance Report [ PDF ]