SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited

CORPORATE GOVERNANCE REPORT
Swissco International Limited (the “Company”) is committed to uphold a high standard of corporate governance with
the Company and its subsidiaries (the “Group”). The Group strives to protect and enhance value for the shareholders,
customers and employees by observing and practising good corporate governance. The Group’s Corporate Governance
Report for FY04 as follows:
Board of Directors
The Board of Directors (the “Board”) comprises 5 directors, 2 of whom are executive and 3 are independent directors.
The Board’s principal functions include supervising the overall management of the business and affairs of the group
and approving the Group’s corporate and strategic policies and direction. Matters which require the approval of the
Board include inter alia, all material acquisitions and disposals of assets and major undertakings, investment decisions,
corporate policies, corporate restructuring and all equity related matters. The Board held 3 meetings in FY04 and all
directors attended the meetings.
The Group’s Executive Chairman Mr Yeo Chong Lin and Chief Executive Officer Mr Alex Yeo Kian Teong are responsible
for the day-to-day operations and administration of the Company. Major issues are brought up to the Board for
decision with management’s recommendation. As the Board comprises 3 independent directors who are experienced
and knowledgeable in their respective fields, they are well able to exercise objective and independent judgement,
which is beneficial to the growth and advancement of the Company. It is the considered opinion of the Company that
the Board is effective in leading and guiding the Company. In addition, for the purpose of better discharge of their
duties, the Directors and Management have access to independent and professional advice.
Audit Committee
The Audit Committee (the “AC”) was constituted on 7 June 2004 comprising 3 independent directors. The Chairman of
the AC is Mr Rohan Kamis, the Managing Partner of Rohan.Mah & Partners, a public accounting firm.
The role of the AC is to assist the Board of Directors in the execution of its corporate governance responsibilities within
an established term of reference.
The Nominating Committee is of the view that the members of the AC are of necessary expertise and experience to
discharge its functions.
On 14 December 2004, the Chairman held the first audit committee meeting, with all the directors in attendance and
covered the following :
1. reviews the audit plans and the scope of examination of external auditors of the Company and other Group
Companies;
2. reviews findings of the external auditors, the scope and the results of the audit, system of internal controls, their
management letters and management’s response;
3. reports actions and submits minutes of the AC meetings to the Board of Directors with such recommendations as
the AC considers appropriate;
4. reviews the financial statements before submitting them to the Board for approval;
5. considers the appointment of Internal Auditors; and
6. reviews legal and regulatory matters that may have material impact on the financial statements.
The AC reviewed the nature and amount of non-audit services provided by external auditors and is satisfied that
the provision of such services does not affect their independence and objectivity. The AC has recommended the
re-appointment of PricewaterhouseCoopers as auditors for the next ensuing year.
The AC has full access to and the co-operation of Management and full discretion to invite any Director or Executive
Officer to attend its meetings and reasonable resources to enable it to discharge its functions properly.
ANNUAL REPORT 2004_17