SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited

DIRECTORS’ REPORT
Directors’ contractual benefits
Since the date of incorporation, no director has received or become entitled to receive a benefit by reason of a contract made
by the Company or a related corporation with the director or with a firm of which he is a member or with a company in
which he has a substantial financial interest except as disclosed in the consolidated financial statements and in this report.
Share options
The Swissco Share Option Scheme (the “Scheme”) was approved by the shareholders of the Company at an Extraordinary
General Meeting on 21 October 2004. The purpose of the Scheme is to provide an opportunity for employees, executive
directors and non-executive directors who have contributed to the growth and development of the Group to participate
in the equity of the Company as well as to motivate to optimise their performance.
The aggregate number of shares issuable under the Scheme shall not exceed 15% of the issued shares of the Company.
The number of shares comprised in any options to be offered to a participant in the Scheme shall be determined at
the absolute discretion of the Remuneration Committee, who shall take into account criteria such as the rank, the past
performance, years of service, potential for future development and contribution of the participant.
Offers of options made to grantees, if not accepted by the grantees within 30 days will lapse. The Scheme shall continue
in operation for a maximum of 10 years commencing on the date which the Scheme is adopted by the Company in
general meeting, unless otherwise extended by the shareholders by ordinary resolution in general meeting.
There were no options granted during the financial period to subscribe for unissued shares of the Company, or the subsidiaries.
No shares were issued during the financial period by virtue of the exercise of options to take up unissued shares of the
Company, or its subsidiaries.
There were no unissued shares of the Company and the subsidiaries under the option at the end of the financial period.
Audit Commitee
The Audit Committee (the “AC) carried out its functions in accordance with Section 201B(5) of the Singapore Companies
Act, including the following:
• reviews the audit plans and the scope of examination of external auditors of the Company and other Group
companies;
• 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;
• reports actions and submits minutes of the AC meetings to the Board of Directors with such recommendations as
the AC considers appropriate;
• reviews the financial statements before submitting them to the Board for approval and for reporting to SGX-
SESDAQ;
• considers the appointment of Internal Auditors; and
• 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.
ANNUAL REPORT 2004_21