Notes to the Financial Statements - Swissco Holdings Limited

Directors'
Report
For the financial year ended 31 December 2009
Share options (continued)
(b)
Share options outstanding (continued)
(iii)
the Option Consideration in relation to each option shall be the amount (if positive) by which the
Cash Consideration as defined under the merger agreement less the exercise price of that option.
Where the exercise price of an option is equal to or more than the Cash Consideration, the Option
Consideration for such option shall be a nominal amount of S$0.001.
The Option Consideration shall be paid on the same date as the Cash Consideration.
In accordance to the conditional merger agreement, new options shall not be granted in 2010. In lieu of
these options, the Company shall compensate eligible employees and directors in cash computed based
on such number of options recommended by the Company’s Remuneration Committee, multiplied by the
cash value of each new option to be determined by an independent professional valuer.
Audit Committee
The members of the Audit Committee at the end of the financial year were as follows:
Kwah Thiam Hock - Chairman
Phillip Chan Yee Foo
Fong Hin Tat
All members of the Audit Committee were independent and non-executive directors.
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies
Act. In performing those functions, the Committee reviewed:
• the scope and the results of internal audit procedures with the internal auditor;
• the audit plan of the Company’s independent auditor and any recommendation on the internal accounting
controls arising from the statutory audit;
• the assistance given by the Company’s management to the independent auditor;
• the interested person transactions in accordance with the Listing Rules of the Singapore Exchange
Securities Trading Limited; and
• the balance sheet of the Company and the consolidated financial statements of the Group for the
financial year ended 31 December 2009 before their submission to the Board of Directors, as well as
the independent auditor’s report on the balance sheet of the Company and the consolidated financial
statements of the Group.
The Audit Committee has recommended to the Board that the independent auditor, PricewaterhouseCoopers LLP,
be nominated for re-appointment at the forthcoming Annual General Meeting of the Company.
33 Annual Report 2009 Swissco International Limited