Notes to the Financial Statements - Swissco Holdings Limited

Corporate
Governance Report
Swissco International Limited (the “Company”) is fully committed to maintaining a high standard of corporate
governance in the Company and its subsidiaries (the “Group”) in the interests of its shareholders, stakeholders
and investing public. This report sets out the corporate governance practices of the Company during the financial
year ended 31 December 2009 with specific reference to the principles of the Singapore Code of Corporate
Governance 2005 (the “Code”).
Principle 1: The Board’s Conduct of its Affairs
The Board held four scheduled meetings for the financial year. In addition, the Board also met on an ad-hoc basis
during the year to review and discuss corporate and strategic matters such as mid-year performance and budgets.
The attendance of the directors at Board and Committee meetings during the financial year is tabled as follows:
Type of Meeting
Annual
General
Meeting
Board
Meeting
Audit
Committee
Remuneration
Committee
Nominating
Committee
Ad-Hoc
Meeting
Held in FY2009 1 5 4 2 2 9
Attendance
Yeo Chong Lin 1 5 NM NM NM 5
Alex Yeo Kian Teong 1 5 4¹ 2¹ 2 7
Phillip Chan Yee Foo 1 5 4 2 2 6
Fong Hin Tat 1 5 4 2 2 6
Kwah Thiam Hock 1 5 4 2 NM 9
¹ : attendance by invitation
NM : Non-member
The Board oversees the overall management of the Group’s business and affairs and approves the corporate
and strategic policies and direction. Matters which require the approval of the Board include inter alia, all major
undertaking, material acquisitions and disposals of assets and investment decisions, funding and financing
obligations and commitments, corporate policies, corporate restructuring and equity related matters.
Principle 2: Board Composition and Guidance
In FY2009, the Board comprised five directors of whom three were independent directors. This composition
exceeded the Code’s requirement that at least one-third of the Board should be made up of independent
directors.
The Board members are experienced and knowledgeable in their respective fields. They are able to exercise
objective and independent judgment, which is beneficial to the growth and advancement of the Group. The
Board is of the opinion that its current composition continues to reflect the broad range of experience, skills and
knowledge necessary for the effective stewardship of the Group.
All directors are provided with extensive information about the Group’s history and core values, its strategic
direction, and corporate governance practices as well as industry-specific information. Directors also have
the opportunity to visit the operational facilities of the Group and to meet with Management to gain a better
understanding of the business operations of the Group.
The Board has no dissenting view on the Chairman’s statement for the year in review.
21 Annual Report 2009 Swissco International Limited