Corporate governance refers to the processes and structure by which the business and affairs of the Company are directed and managed. The Board recognises that sound corporate governance is an essential part of good business practices and corporate accountability. Accordingly, the Company has adopted measures and practices set out in the Code of Corporate Governance 2005 (“Code”).
Deviations from the Code, if any, are explained in the report below.
Principle 1: The Board’s Conduct of Affairs
The Board is responsible for setting the Group’s strategic vision, direction and long-term goals, management and internal control, approval of major projects and significant financing matters, and approval of the release of the quarterly reports. The Board works closely with management. All Directors make objective decisions in the interest of the Company.
The Board has adopted the recommendations of the internal auditors set out in the internal audit report. Additionally, Board approval has to be sought for transactions not in the ordinary course of business if any such transaction exceeds $2.0M in value. To facilitate operational efficiency, the Board approval would not be required for day-to-day decisions and matters that are operational in nature, even though such single transaction may exceed $2.0M in value.
To facilitate effective management, certain functions of the Board have been delegated to various Board committees, namely the Audit Committee, the Nominating Committee and the Remuneration Committee. Each of the Committees has the authority to examine particular issues and report to the Board with their recommendations. The ultimate responsibility lies with the entire Board. All Directors objectively make decision in the interests of the Company. Further information regarding the Board’s functions and details of terms of reference of the respective Board Committees are set out in the later part of this report.
Matters that are reserved for the Board include broad policy decisions, material acquisitions and disposals of assets, approval of the nomination of Directors, announceable matters to the Singapore Exchange Securities Trading Limited (“SGX-ST”), proposal of dividends, approval of Directors’ Report and Statement by Directors and audited financial statements, corporate or financial restructuring and other significant corporate actions. In lieu of physical meetings, written resolutions were also circulated for approval by the Directors.
The Company works closely with the professional corporate secretarial firm, Tricor Evatthouse Corporate Services, to provide the Board with regular updates of the latest governance and listing policies. The Board will also receive relevant training, if required, on changes in the business environment, relevant new laws, regulations and changing commercial risk. The Board of Directors has approved an annual training budget for each director as part of training and professional development programs for the Board.
Any newly appointed Director will be given briefings on the business activities of the Group, its strategic directions, governance practices and Director’s duties and obligations. They will be given the opportunity to visit the Group’s operational facilities to gain a better understanding of the Group’s business operations. They can also request the Company to provide accounting, legal and industry-specific knowledge, if needed.
The Board meets regularly on a quarterly basis to coincide with the announcement of the Group’s quarterly results. Where circumstances require, the Board will arrange for telephonic and videoconference meetings. Non-executive Directors are encouraged to meet regularly without management present. The number of board meetings held in 2011 and the attendance of every board member at the Board meetings and respective Board Committees meetings are disclosed as follows: meetings meetings meetings meetings meetings meetings meetings meetings held attended held attended held attended held attended Principle 2: Board Composition and Guidance
Currently, the Board consists of five members out of which three are non-executive and independent Directors. There is a strong and independent element on the Board. The independent Directors are not employees of any company within the Group and they are expected to bring unbiased opinions regarding the Company’s decisions and diverse experience to the Company’s decision-making process. Apart from receiving Director’s fees, the amount of which is public information, they do not have any other material pecuniary relationship or transactions with companies within the Group or the management, which in the judgement of the Board may affect their independence of judgement.
The independence of each Director is reviewed annually by the NC which was formed on 2 December 2002. The NC will look into the ability of the independent Directors to represent the minority shareholders and to exercise judgement without being influenced by relationships or transactions with the management and/or companies within the Group. Among the items the NC considers while reviewing the independence are:– CORPORATE GOVERNANCE REPORT
1. Whether there is any business arrangement between the independent Director and management 2. If yes, the nature of such arrangement and whether such arrangement constitutes a conflict of interest and is likely to compromise the independent decision making ability of that Director 3. Whether there is any family relationship between the independent Director and the management 4. Whether the independent Director has a conflict of interest, e.g. by participating in the boards of the Group’s customers, suppliers or competing businesses An independent Director shall notify the Company Secretary immediately of any change in circumstances that may result in him not being able to meet the criteria for independence. The Board may, after considering the change in circumstances, require the resignation of the Director.
The Board is of the view that its size is appropriate for effective decision making taking into account
the scope and the nature of the operations of the Company. The understanding of the independent
Directors in the business and operations of the company over the years provides a platform for
meaningful discussions which brings objectivity in the review of the management’s performance.
No individual or small group of individuals dominate the Board’s decision making process.
Principle 3: Chairman and Chief Executive Officer
As a principle of good corporate governance, when the Group’s turnover exceeded $100M, the roles of Chairman and Chief Executive Officer were separated.
As Chairman of the Board, Mr Lim Keng Jin’s role includes: • Scheduling of meetings that enables the Board to perform its duties while not interfering with • Setting meeting agenda;• Exercising control over quality, quantity and timeliness of the flow of information between • Assisting in ensuring compliance with the Company’s guidelines on corporate governance; and• Encouraging constructive relations between executive Directors and non-executive Directors and facilitating the effective contribution of non-executive Directors in particular.
The Chief Executive Officer, Mr Foo Suan Sai manages the business of the Company, sets business strategies and direction for the Group and implements the Board’s decisions.
Principle 4: Board Membership
Board membership is under the purview of NC which comprises Mr Chew Thiam Keng as Chairman, Mr Foo Suan Sai, Mr Wong Meng Yeng and Mr Lim Keng Jin as members. A majority of the NC is independent, including the NC Chairman.
The NC has a written terms of reference that describe its responsibilities, which include maintaining an effective Board and ensuring that only competent individuals capable of contributing to the success of the Company are appointed. Where new appointments are required, the NC will consider recommendations for new Directors, review their qualifications and meet with such candidates before a decision is made on a selection. The Company will send out/provide a formal letter setting out the Director’s roles and responsibilities for new Director appointed to the Board. The NC also promotes transparency in the selection and appointment of new Board members as well as their subsequent re-nomination/re-election. The NC is of the view that Mr Wong Meng Yeng, Mr Chew Thiam Keng and Mr Lim Keng Jin are independent as at the date of this Annual Report and their experience in finance, business and law enables them to exercise objective judgement on corporate affairs independently. A member who wishes to retire or resign should provide sufficient notice to the Company so that a replacement may be appointed before he leaves. In the event of any vacancy in the NC, the Company shall endeavour to fill the vacancy within two months, but in any case not later than three months.
The NC had recommended to the Board that Madam Han Juat Hoon be nominated for re-election at the forthcoming Annual General Meeting (“AGM”). In reviewing for re-nomination/re-election, NC has to consider criteria such as the Director’s contribution and performance, attendance, preparedness, participation and candour and if applicable, assessment of the Director’s independence. The Committee should also decide whether the Director under review has been adequately carrying out his/her duties as Director of the Company. All Directors have to submit themselves for re-nomination/re-election at regular intervals or at least once every three years in accordance with the Company’s Articles of Association.
Although the non-executive directors hold directorships in other companies which are not in the Group, the Board is of the view that such multiple board representations do not hinder them from carrying out their duties as directors. These directors will widen the experience of the Board and give it a broader perspective. Subject to approval of the Board, NC is considering the maximum number of board representations in a listed company.
Key information regarding the Directors of the Company are disclosed as follows: both present and those held over the preceding three years in other listed company Committee, Member of Audit Committee and Nominating Committee Principle 5: Board Performance
The Board’s performance is ultimately reflected in the performance of the Group. The Board shall, at all times, act honestly and use reasonable diligence and care in the discharge of the duties of their office. They have to carry their duties in the best interests of the Company and its shareholders. Board members must attend at least 75% of all Board Meetings.
The NC has established an appraisal process to assess the performance and effectiveness of the Board annually as a whole and assessing the contribution by each individual Director to the effectiveness of the Board. Each Director is required to complete a questionnaire which is not changed from year to year. It focuses on a set of performance criteria which includes the evaluation of the size and composition of the Board, the Board’s access to information, Board process and accountability, and the Board’s performance in relation to discharging its principal responsibilities. The findings of such evaluations were analysed and discussed with a view to implementing certain recommendations to further enhance the effectiveness of the Board.
Performance of Board members is also evaluated informally on a continual basis by the NC according to their contribution during meetings and also their input to the Company on e.g. corporate governance, legal or accounting matters, based on their individual expertise.
The NC is of the opinion that the above performance evaluation criteria are currently adequate.
Principle 6: Access to Information
In order to ensure that the Board is able to fulfil its responsibilities, the Company circulates the reports relating to operational and financial performance of the Group and Company prior to the Board meetings held quarterly. The reports are also available upon request. Where a physical meeting is not possible, timely communication with members of the Board is effected through electronic means which include electronic mail and teleconferencing. Monthly management accounts are also provided to the Directors.
The Directors have also been provided with the phone numbers and email particulars of the senior management and Company Secretary for separate and independent access.
The Board will refer issues to the AC for opinion on whether any independent advice is necessary. Should any independent advice be required, the cost of such professional advice will be borne by the Company.
The role of the Company Secretary was clearly defined and reported to the Board on 6 January 2003. It includes responsibility for ensuring Board procedures are followed and that applicable rules and regulations are complied with. The Company Secretary shall attend all Board Meetings. The appointment and the removal of the Company Secretary is a matter for the Board as a whole.
Principle 7: Remuneration Matters
The RC comprises three members, all are independent Directors. The RC is chaired by Mr Lim Keng Jin, an independent Director. Mr Wong Meng Yeng and Mr Chew Thiam Keng are members of the RC. The RC meets at least once a year. The RC reviews the performance of the Chief Executive Officer, the Chief Operating Officer and senior management, as well as reviewing and approving CORPORATE GOVERNANCE REPORT
executive remuneration including but not limited to Directors’ fees, salaries, allowances, bonuses and benefits. The recommendations from the RC will be submitted for endorsement by the entire Board. No RC member or any Director is involved in deliberation in respect of any remuneration, compensation or any form of benefits to be granted to him/her.
If necessary, the RC may seek expert advice inside and/or outside the Company on remuneration of all Directors.
Principle 8: Level and Mix of Remuneration
The executive Directors, Mr Foo Suan Sai and Mdm Han Juat Hoon, are also the substantial shareholders of the Company. Their interests are therefore in line with the Company’s interest. Remuneration of these executive Directors is in accordance with their service contracts. There is a linkage between remuneration paid to executive Directors and performance of the Company based on a profit sharing scheme. The profit sharing scheme is approved by the Board with the concurrence of the Remuneration Committee on an annual basis.
Remuneration of non-executive Directors takes into account the effort and time spent, including the responsibilities of each Director. Non-executive Directors are paid Directors’ fees, which are subjected to approval of the Shareholders at the AGM.
The Company currently does not have any share option scheme in place.
Principle 9: Disclosure on Remuneration
Remuneration is fixed in accordance with the experience of the person in question, the role performed, market comparison, the contribution of the individual and/or the performance of the Company.
The number of Directors whose remuneration falls within the following bands: Remuneration Bands (in Singapore Dollars)
The annual remuneration bands (in Singapore Dollars) of the Directors and the Executive Officers are set out below: Directors
$1.0M to below $1.25M
Executive Officers
Below $250,000
Remuneration of Mr Foo Suan Sai and Mdm Han Juat Hoon are in accordance with their respective service contracts with the Company, which is renewed annually unless terminated by either party giving not less than three months notice to the other. For the key Executives, the remuneration is based on their respective employment contract with the Company and fixed based on the above factors as well as negotiation between the parties concerned. Mr Ho Boon Chuan Wilson has resigned on 3 June 2011 and his remuneration has been pro-rated accordingly. The total remuneration of employees who are related to the substantial shareholders is subject to annual review and majority approval of the RC. For FY2011, the total remuneration paid to these employees amounted to $356,250 (2010: $706,788).
An employee who is related to Mr Foo Suan Sai, the Chief Executive Officer, has an employment relationship with a subsidiary, and has received remuneration amounting to $250,984 (2010: $394,439) in that capacity during the financial year.
Principle 10: Accountability
The Board is accountable to the shareholders and the management is accountable to the Board.
The Company has adopted quarterly results reporting since the third quarter of 2002. For its financial reporting, the Company will continue to provide a balanced and understandable assessment of the Group’s performance, position and prospects on a quarterly basis.
Principle 11: Audit Committee
The AC comprises three members, all are independent Directors. The AC is chaired by Mr Wong Meng Yeng. The other AC members are Mr Chew Thiam Keng and Mr Lim Keng Jin, have financial management expertise and experience.
The NC is of the view that the members of the AC have the necessary expertise and experience to discharge its functions.
The AC has a set of terms of reference defining its scope of authority which includes: • To review the scope and results of the audit, whether it is cost effective and the independence and objectivity of the external auditors on an annual basis; • To make recommendations to the Board on the appointment, re-appointment and removal of the external auditors, and approving the remuneration and terms of engagement of the external auditors; • To review with the external auditors on their audit report, management letter and management’s • To review the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the Company and any formal announcement relating to the Company financial performance; • To review the quarterly, half-yearly and annual financial statements before submission to the • To review the assistance given by the management to the auditors;• To make recommendations to the Board for the appointment, re-appointment and removal of internal auditors, and approve the terms of engagement and remuneration; • To review with the internal auditors the scope of the internal audit and results of the internal audit report and management’s response; • To review the adequacy of the Company’s internal controls and procedures with the internal • To review interested party transactions periodically.
During the year, the AC has reviewed the scope and quality of the audits and independence and objectivity of the external auditors. The AC is satisfied that the external auditor, Messrs BDO LLP is able to meet the audit requirements and statutory obligation of the Company. The AC shall continue to review the scope and results of the external audit, its cost effectiveness and the independence and objectivity of the external auditors.
The AC has also reviewed all audit and non-audit services provided by the external auditors, Messrs BDO LLP during the year and is satisfied that the nature and extent of such services would not affect the independence of the existing external auditors. The AC has recommended to the Board the re-appointment of Messrs BDO LLP as the Company’s external auditors at the forthcoming AGM. Details of the audit and non-audit fees are available on page 124. CORPORATE GOVERNANCE REPORT
The Board and the AC are satisfied that the appointment of different auditors for its overseas incorporated subsidiaries would not compromise the standard and effectiveness of the audit of the Company. The Company is therefore in compliance with Rule 715 of the Listing Manual of SGX-ST.
The AC meets at least four times a year. The AC meetings are attended by external auditors and where required, internal auditors and appropriate members of the executive management are invited to attend its meetings. In FY2011, the AC has carried out the activities as set out above. The AC meets the auditors without the presence of management at least once annually. For FY2011, the AC met the external auditors and the internal auditors without the presence of management on 31 October 2011.
The Company has put in place a whistle-blowing framework, endorsed by the AC, where employees of the Company may, in confidence, raise their concerns over any wrongdoing within the Company relating to unlawful conduct, financial malpractice or dangers to the public or the environment. Details of the whistle-blowing policies and arrangements have been made available to all employees.
Other information pertaining to the AC is disclosed on page 38 of the annual report.
Principle 12: Internal Controls
The Board is responsible for ensuring that the Company maintains a sound system of internal controls to safeguard shareholders’ interest and Company’s assets. The Board also oversees matters relating to management of risks.
The Board and Audit Committee are of the opinion that, in the absence of any evidence to the contrary, there are adequate controls in place within the Group addressing material financial, operational and compliance risks based on: • The internal controls established and maintained by the Group,• Confirmation by the Chief Executive Officer and Financial Controller,• Work performed by the internal and external auditors; and • Regular reviews performed by the management, various Board committees and the Board.
The Board notes that no system of internal controls can provide absolute assurances against the occurrence of material errors, poor judgment in decision making, human error, fraud or other irregularities. The Board recognises the importance of establishing a formal Enterprise Risk Management Framework to facilitate the governance of risks and monitoring the effectiveness of internal controls. Accordingly, the Board plans to engage an external consultant to set up a formalised Enterprise Risk Management Framework for the Group.
Principle 13: Internal Audit
The internal audit function is outsourced to a public accounting firm, Yang Lee & Associates. They conduct reviews of the effectiveness of the Company’s material internal controls, including financial, operational and compliance controls, and risk management annually.
The internal auditors meet with the Board and AC at least twice a year, to present their audit plans initially and to report their audit findings subsequently. Management has to respond to the audit findings and take action, where necessary, to improve any internal control weaknesses.
The internal auditors’ primary reporting line is to the Chairman of the AC. Material non-compliance and internal control weaknesses noted during the audit are reported to the AC.
It is the responsibility of the AC, at least annually, to ensure the adequacy of the internal audit.
The Company aims to engage in regular, effective and fair communication with shareholders, and be as descriptive, detailed and forthcoming as possible.
Its financial results are disclosed on a quarterly basis through SGXNET within the mandatory period and the information is also available on the Company’s website and investor relations site, Information on the Company’s new initiatives or key developments are first disseminated via SGXNET and also made available on-line to shareholders. Price sensitive information is announced through SGXNET. However, any information that may be regarded as undisclosable material information about the Group will not be given.
Shareholder Participation
All shareholders of the Company receive the annual report and notice of AGM. The notice is also advertised in the press and made available on the website. At AGM, the Company encourages shareholder participation and shareholders are given the opportunity to air their views and ask Directors or management questions regarding the Company.
The Company’s Articles of Associations allow a member of the Company to appoint one or two proxies to attend and vote instead of the member. The Company also allows shareholders who hold shares through nominees to attend the AGM as observers without being constrained by the two-proxy rule.
At every AGM, the chairpersons of the AC, NC and RC are present and available to address questions. The external auditors are also present to assist the Directors in addressing any relevant queries by shareholders and address shareholders’ queries about the conduct of audit and the preparation and content of the auditors’ report.
Each item of special business included in the notice of the meeting will be accompanied by a full explanation of the effects of a proposed resolution. Separate resolutions are proposed for substantially separate issues at the meeting and the Chairman declares the number of proxy votes received both for and against each separate resolution.
A summary of the discussion, which includes substantial comments or queries from shareholders and responses from the Board and management at the AGM will be made available to shareholders upon their request.
The Group has set an internal guideline which is applicable to all its Directors and key employees in relation to dealing in the Company’s securities. Share trading guidelines, in particular, that Directors and key employees should not deal in the Company’s securities (a) when in possession of unpublished material price sensitive information; (c) during the period commencing two weeks before the announcement of the Company’s first three quarter results and one month before the announcement of the Company’s full year results and ending on the date of the particular announcement, have been disseminated to Directors and key employees (including employees with access to price sensitive information in relation to the Company’s shares). In addition, the guidelines require key employees to disclose in writing to the executive Directors on their dealings in the Company’s INTERESTED PERSON TRANSACTIONS
The Company monitors all its interested person transactions and ensures that all transactions with interested persons are reported in a timely manner for review by the AC. In FY2011, the AC has reviewed the following interested person transaction which was conducted at arm’s length and Other than the above, there was no other interested party transaction entered into with value more than $100,000 during the financial year. The Company does not have a mandate on Interested MATERIAL CONTRACTS
There were no material contract entered into by the Company or any of its subsidiaries involving the interest of the Chief Executive Officer, any Director or controlling shareholder, either still subsisting at the end of FY2011 or entered into since the end of FY2010.
Foo Suan Sai


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