Nominating Committee

Our Nominating Committee comprises Tan Siok Chin, Tan Siok Sing, Li Danny Fui Lung and Ho Teck Cheong. The Chairman of the Nominating Committee is Tan Siok Chin.

The principal functions of the NC are as follows:
(a) re-nomination of Directors having regard to the Director’s contribution and performance;
(b) determining annually the independence of the Directors;
(c) with regard to a Director who has multiple representations on various companies, deciding whether or not such Director is able to and has been adequately carrying out his duties as a Director, having regard to the competing time commitments that are faced when serving on multiple boards; and
(d) deciding how the Board’s performance may be evaluated and propose objective performance criteria.

The NC reviews the criteria for evaluating the Board’s performance and recommends to the Board a set of objective performance criteria focusing on enhancing long-term shareholders’ value. Based on the recommendations of the NC, the Board has established processes for evaluating the effectiveness of the Board as a whole.

The performance criteria for the Board evaluation includes an evaluation of the size and composition of the Board, the Board’s access to information, accountability, Board processes, Board performance in relation to discharging its principal responsibilities, communication with management and standards of conduct of the directors.

In the course of the year, the NC has conducted the assessment by preparing a questionnaire to be completed by each director, of which were then collated and the findings were analyzed and discussed with a view to implementing certain recommendations to further enhance the effectiveness of the Board.
 

Remuneration Committee

Our Remuneration Committee comprises Ho Teck Cheong, Tan Siok Chin, Tan Siok Sing and Li Danny Fui Lung. 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 principal functions of the RC are as follows:
(a) recommending to the Board a framework of remuneration for the Board and key executives with the aim of building capable and committed Board and management team through competitive compensation and focused management and progressive policies;
(b) determining specific remuneration packages for each executive director; and
(c) reviewing and recommending directors’ fees for non-executive directors, taking into account factors such as their effort and time spent, and their responsibilities.

In setting remuneration packages, the RC takes into consideration the prevailing economic situation, the pay and employment conditions within the industry and in comparable companies. As part of its review, the RC ensures that the performance related elements of remuneration form a significant part of the total remuneration package of executive directors and is designed to align the directors’ interests with those of shareholders and link rewards to corporate and individual performance. The RC also reviews all matters concerning the remuneration of nonexecutive directors to ensure that the remuneration commensurate with the contribution and responsibilities of the directors. The Company submits the quantum of directors’ fees of each year to the shareholders for approval at each Annual General Meeting.

The RC reviews all aspects of remuneration including but not limited to directors’ fees, salaries, allowances, bonuses, options and benefits-in-kind.

No director is involved in determining his own remuneration.

Audit Committee

Our Audit Committee comprises Li Danny Fui Lung, Tan Siok Chin and Ho Teck Cheong. The Chairman of the Audit Committee is Li Danny Fui Lung.

The AC holds regular meetings with the Management and its auditors and performs the following functions:

(a) review the audit plans of the Company’s external and internal auditors, including the results of the auditors’
review and evaluation of the internal control system of the Company;
(b) review the external and internal auditors’ reports;
(c) review the co-operation given by the officers of the Company to the external auditors;
(d) review the financial statements of the Group before submission to the Board for approval;
(e) review and discuss with auditors any suspected fraud, irregularity or infringement of any relevant laws, rules
or regulations, which has or likely to have a material impact on the Group’s operating results or financial
position and the Management’s response;
(f) consider the appointment and/or re-appointment of the external auditor;
(g) review interested person transactions, falling within the scope of Chapter 9 of the Listing Manual, if any;
(h) review any potential conflicts of interests;
(i) review and approve the Group’s hedging policies and instruments, if any;
(j) 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 the AC; and
(k) 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.

The external and internal auditors have unrestricted access to the AC. The AC had also held discussion with the external and internal auditors without the presence of management.

The AC has undertaken a review of all the non-audit services provided by the external auditors during the year under review and is satisfied that such services would not, in the AC’s opinion, affect the independence of the external auditors. The AC recommends to the Board the re-appointment of BDO Limited, Hong Kong as the external auditor of the Company at the forthcoming Annual General Meeting.

The AC had reviewed the Group’s insurance coverage for all aspect of its business operations and finds it adequate for the time being. The AC will review the insurance coverage for all aspects of the Group’s business operations on an annual basis.

The Company has a whistle blowing policy which provides well-defined and accessible channels in the Group through which employees may raise concerns about improper conduct within the Group.