Nominating Committee

Our Nominating Committee comprises Li Danny Fui Lung, Tan Siok Chin and Tan Siok Sing. The Chairman of the Nominating Committee is Tan Siok Chin. Our Nominating Committee will be responsible for (i) re-nomination of our Directors having regard to the Director’s contribution and performance; (ii) determining annually whether or not a Director is independent; and (iii) deciding whether or not a Director is able to and has been adequately carrying out his duties as a Director.

The Nominating Committee will decide how the Board’s performance is to be evaluated and propose objective performance criteria, subject to the approval of the Board, which address how the Board has enhanced long term Shareholders’ value.

The performance evaluation will also include consideration of our Company’s share price performance over a five-year period vis-à-vis the Singapore Straits Times Index and a benchmark index of its industry peers.

The Board will also implement a process to be carried out by the Nominating Committee for assessing the effectiveness of the Board as a whole and for assessing the contribution by each individual Director to the effectiveness of the Board and the Nominating Committee shall review Yan Tao’s suitability and performance as Chief Executive Officer for FY2008 and FY2009 and make the necessary disclosure to the Shareholders in our annual reports. Each member of the Nominating Committee shall abstain from voting on any resolutions in respect of the assessment of his performance or re-nomination as Director.

Remuneration Committee

Our Remuneration Committee comprises Li Danny Fui Lung, Tan Siok Chin and Tan Siok Sing. The Chairman of the Remuneration Committee is Tan Siok Sing. Our Remuneration Committee will recommend to the Board a framework of remuneration for the Directors and key Executive Officers, and determine specific remuneration packages for each Executive Director.

The recommendations of our Remuneration Committee on the remuneration of Directors and Chairman should be submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options and benefits in kind shall be covered by our Remuneration Committee.

Each member of the Remuneration Committee shall abstain from voting any resolutions in respect of his remuneration package.

Audit Committee

Our Audit Committee comprises Li Danny Fui Lung, Tan Siok Chin and Tan Siok Sing. The Chairman of the Audit Committee is Li Danny Fui Lung. Our Audit Committee shall meet periodically to perform the following functions:

1. review the audit plans of our Company’s external auditors, and where applicable, our internal auditors, including the results of our auditors’ review and evaluation of our system of internal controls;
2. review the external auditors’ reports;
3. review the co-operation given by our Company’s officers to the external auditors;
4. review the financial statements of our Company and our Group before their submission to the Board for approval;
5. review and discuss with auditors any suspected fraud, irregularity or infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Group’s operating results or financial position and our management’s response;
6. consider the appointment and/or re-appointment of external auditors;
7. review interested person transactions, falling within the scope of Chapter 9 of the Listing Manual, if any;
8. review any potential conflicts of interest;
9. review and approve our Group’s hedging policies and instruments (if any);
10. undertake such other reviews and projects as may be requested by the Board and report to the Board its findings from time to time on matters arising and requiring the attention of our Audit Committee; and
11. undertake generally such other functions and duties as may be required by law or the Listing Manual, as may be applicable from time to time.

Apart from the above functions, the 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 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 addition, all future transactions with related parties shall comply with the requirements of the Listing Manual. Each member of the Audit Committee shall abstain from voting on any resolutions in respect of matters in which he is interested.