SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited

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CORPORATE GOVERNANCE REPORT Remuneration Committee The Remuneration Committee (the “RC”) was constituted on 7 June 2004 and comprises 3 members, two of whom including the Chairman, are independent. The Chairman of the RC is Mr Phillip Chan Yee Foo, who was a former group administrator of Neptune Orient Lines, a public listed company engaging in global transportation. He possesses experience in human resource management and a working knowledge of executive compensation practices and policies. The RC has adopted a set of terms of reference. The following were covered during an RC meeting held on 14 December 2004. It was chaired by Mr Phillip Chan Yee Foo, and attended by all directors: 1) Remuneration structure and compensation packages of executive directors and senior management and also to adopt the SID guidelines on the payment of directors’ fees for implementation in FY05. 2) Proposal of Directors’ fees to the Board and 3) Employees Share Option Scheme. Disclosure on Remuneration The two Executive Directors of the Company have Service Agreements to govern their appointments. The salient points of the terms are disclosed in the IPO Prospectus dated 3 November 2004. Save for Directors’ fees, which have to be approved by the Shareholders at every Annual General Meeting (the “AGM”), the Independent Directors do not receive any remuneration from the Company. The remuneration of the Executive Directors include, among others, a fixed salary and a performance driven variable bonus which is designed to align their performance with the interests of the Shareholders. In FY04, the shareholders had approved an employee share option scheme, known as <strong>Swissco</strong> Share Option Scheme. No option was granted in FY04, however, it is the intention of the Company to implement the Scheme in FY05. Based on the existing terms and conditions of employment, there are no onerous compensation commitments on the part of the Company in the event of termination of the services of the Executive Directors. Directors Fees Below $40,000 Band A Band B Band C Yeo Chong Lin NA Alex Yeo Kian Teong NA Phillip Chan Yee Foo Dr Chiang Hai Ding Rohan Kamis Yes Yes Yes Key Executives Band A Band B Band C E K Lim Yeo Chong Boon Raju Gnasegaran Yew Yin Fun Band A refers to remuneration S$249,000 and below Band B refers to remuneration S$250,000 to S$499,000 Band C refers to remuneration S$500,000 and above Mr Yeo Chong Boon is the brother of the Executive Chairman Mr Yeo Chong Lin and uncle of the Chief Executive Officer Mr Alex Yeo Kian Teong. His remuneration does not exceed $150,000 for FY04. SWISSCO INTERNATIONAL LIMITED_18
CORPORATE GOVERNANCE REPORT Internal Audit In FY04 we considered the appointment of Internal Auditors from the list of several candidate firms and finally appointed one in FY05. Nominating Committee The Nominating Committee (the “NC”) was constituted on 7 June 2004. It comprises three directors, two of whom including the Chairman are independent. The Chairman of the NC is Dr Chiang Hai Ding. Dr Chiang is a current director of SAGE Counselling Centre (Singapore Action Group of Elders), a voluntary welfare organisation and was also an ambassador of Singapore to various countries from 1971 – 1994. The NC has adopted specific written terms of reference and is responsible for, among others, the appointment and re-nomination of directors having regard to their qualifications, performance and contribution as well as ensuring that the Board collectively possess the core competencies required by the Code. For FY04 the NC is of the view that all independent directors as defined in the Code are able to exercise objective judgement on the corporate affairs of the Group independently from Management. Greater Shareholders’ Participation The Board is mindful of the Company’s obligation to provide timely and fair disclosure of any material information in accordance with the Corporate Disclosure of the SGX-ST and will act promptly as and when required. All shareholders will be given the Annual Report (full version) and the notice of Annual General Meeting (the “notice of AGM”). In addition, the notice of AGM will be advertised in the newspapers and announced through SGXNET. The Company has a website which will also provide Shareholders with current information on the Group’s business and activities. The Board welcomes the views of Shareholders on matters pertaining to the Company, whether at shareholders’ meeting or on an ad hoc basis. At AGMs, shareholders will be given the opportunity to ventilate their views and to ask the Directors and Management any questions regarding the Group, its business and operations. Dealings in Securities The Company adopts the SGX-ST Best Practices Guide applicable in relation to dealings in the Company’s securities by its Directors and Officers (the “D&O”). All Company’s D & O have been informed not to deal in the Company’s shares at all times whilst in possession of unpublished material price sensitive information and also during the period commencing one month or two weeks (as the case may be) before the announcement of the Company’s financial report and ending on the date of the announcement of such financial results. It also discourages dealings on short term considerations. Directors and employees are required to report security dealings to the Company Secretary who will assist to make the necessary announcements. The Company Secretary has been tasked to send frequent reminders on this practice and has attended all Board and Committee meetings in FY04 and also assisted the Board to ensure that meeting procedures and prevailing laws, rules and regulations are complied with. Interested Person Transactions For FY04 Name of Interested Person <strong>Swissco</strong> Structural Mechanical Pte Ltd Aggregate value of all interested person transactions during the financial year under review (excluding transactions less than S$100,000) Rental expense of S$432,000 paid for the use of the premises at No 9 Pandan Road Singapore 609257 The Company has no shareholder mandate pursuant to Rule 720 of the Listing Manual. ANNUAL REPORT 2004_19
Page 1 and 2: SWISSCO SAILING THE SEAS OF SUCCESS
Page 3 and 4: GROUP STRUCTURE 100% 100% Swissc
Page 5 and 6: CHAIRMAN’S STATEMENT “Our Group
Page 7 and 8: CORPORATE PROFILE Out Port Limit (O
Page 9 and 10: OUR HISTORY our business to support
Page 11 and 12: BOARD OF DIRECTORS Mr Yeo Chong Lin
Page 13 and 14: CORPORATE INFORMATION BOARD OF DIRE
Page 15 and 16: OPERATIONS REVIEW Our Group’s two
Page 17 and 18: our vessels OUT PORT LIMIT (OPL) BO
Page 19: CORPORATE GOVERNANCE REPORT Swissco
Page 23 and 24: DIRECTORS’ REPORT Directors’ co
Page 25 and 26: STATEMENT BY DIRECTORS In the opini
Page 27 and 28: CONSOLIDATED INCOME STATEMENT FOR T
Page 29 and 30: CONSOLIDATED STATEMENT OF CHANGES I
Page 31 and 32: NOTES TO THE FINANCIAL STATEMENTS F
Page 55 and 56: STATISTICS OF SHAREHOLDINGS AS AT 1
Page 57 and 58: NOTICE OF FIRST ANNUAL GENERAL MEET
Page 59 and 60: NOTICE OF FIRST ANNUAL GENERAL MEET
Page 61 and 62: SWISSCO INTERNATIONAL LIMITED (Inco
Page 63: SWISSCO Swissco International Limit

SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited

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