Corporate Governance
Our Directors recognise the importance of corporate governance and the offering of high standards of accountability to the shareholders of our Company, and will follow closely the best practice outlined in the Best Practice Guide issued by SGX-ST. Our Board of Directors has formed three committees:
Audit Committee
Our Audit Committee comprises Dr Robert Henry Keith Sloan, Tan Gim Seng and Mr Lim Yeow Hua. The Chairman of our Audit Committee is Dr Robert Henry Keith Sloan. Our Directors recognise the importance of corporate governance and the offering of high standards of accountability to the shareholders of our Company. Our Audit Committee shall meet periodically to perform the following functions:
- to review our financial and operating results and accounting policies;
- to review the audit plan of our Company's external auditors, the scope of work and the results of our external auditors' examination and evaluation of our system of internal accounting controls;
- to review our external auditors' reports;
- to review the consolidated financial statements and balance sheets and profit and loss accounts, and the external auditors' report on those financial statements, before submission to the Board of Directors for approval;
- to review the co-operation given by our management and officers to our external auditors;
- review and evaluate our administrative, operating and internal accounting controls and procedures;
- to review and make recommendation to the Board on the appointment and re-appointment of the external auditors;
- to review and approve interested person transactions, if any; and
- to generally undertake such other functions and duties as may be required by statute or the SGX-ST Listing Manual, and by such amendments made thereto from time to time.
Apart from the duties listed above, 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 Singapore law, rule or regulation which has or is likely to have a material impact on the Company's operating results and/or financial position. Each member of our Audit Committee shall abstain from voting on any resolution in respect of matters in which he is or may be interested in.
Remuneration Committee
We have established a Remuneration Committee with the responsibility to oversee the general compensation of employees of our Group with a goal to motivate, recruit and retain, our employees and Directors through competitive compensation and progressive policies. In particular, our Remuneration Committee is responsible for implementing and administering our [AIM Corp Employee Share Option Scheme] and other performance bonus scheme(s) that our Group may set up in the future.
Our Remuneration Committee comprises Dr Tan Kim Yong, Dr Robert Henry Keith Sloan and Mr Lim Yeow Hua. The Chairman of our Remuneration Committee is Mr Lim Yeow Hua. In the event that any member of our Remuneration Committee is interested in a decision to be made by the Remuneration Committee, he will abstain from the decision-making process. The Independent Directors on our Remuneration Committee will review and approve annually the total remuneration of our Directors, Executive Officers and other employees who are related to our Directors or substantial shareholders.
Nominating Committee
Our Nominating Committee comprises comprises Dr Tan Kim Yong, Dr Robert Henry Keith Sloan and Mr Lim Yeow Hua. The Chairman of our Nominating Committee is Mr Lim Yeow Hua. Our Nominating Committee will responsible for :
- re-nomination of our Directors having regard to our Director's contribution and performance,
- determining annually whether or not a Director is independent and
- deciding whether or not a Director is able to and has been adequately carrying out his duties as a Director.
Our Nominating Committee will decide how our Board's performance is to be evaluated and propose objective performance criteria, subject to the approval of our Board, will address how the Board has enhanced long-term shareholders' value. Our Board will also implement a process to be carried out by our Nominating Committee for assessing the effectiveness of our Board as a whole and for accessing the contribution by each individual Director to the effectiveness of our Board. Each member of our Nominating Committee shall abstain from voting any resolutions in respect of the assessment of his performance or re-nomination as a Director.