SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited

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times whilst in possession of unpublished material price sensitive information and also during the period commencing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
Swissco 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