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Report on Corporate GovernanceSecurities TransactionsThe Company has adopted in full the Best Practices Guide on Dealings in Securities issued by the Singapore ExchangeSecurities Trading Limited. This has been incorporated into the Company’s Code of Conduct, which appliesto directors, employees and their immediate <strong>fa</strong>milies. The Group requires all directors and staff not to trade in Inter-Roller shares during the period beginning one month before the release of the <strong>final</strong>-year and half-year and quarterlyresults and ending on the date of release of the results itself.Interested Person TransactionsProcedures have been set to ensure that all transactions with <strong>inter</strong>ested persons are dealt with on an arms lengthbasis. All <strong>inter</strong>ested person transactions are subject to audit by the <strong>inter</strong>nal auditor to ensure that the procedures arecomplied with. The Audit Committee reviews these transactions.The following are related party transactions reviewed by <strong>inter</strong>nal audit and the Audit Committee:2004 2003Purchases of materials and supplies fromChuan Seng Heng Pte Ltd in which a director,Low Kok Hua is also a director $ 851 $ 30,266Fees paid to Khattar Wong & Partners in whicha director, Rajan Menon is a partner $19,171 $7,776No mandate from the shareholders for the above transactions is required, as the aggregate transaction values do notexceed the threshold limit laid down in the Singapore Exchange Securities Trading Limited Listing Manual.Standard of DisclosureThe Company’s policy is to furnish prompt and complete disclosure in all public announcements, procedures, andcircular to shareholders and annual reports. Announcements and the annual report are also available on the Company’swebsite (http://www.<strong>inter</strong>-<strong>roller</strong>.com). We believe that shareholders should be given timely and accurate information.For this reason, the Board of Directors decided to release timely quarterly results starting from the first quarter of 2002.The Board reviews these statements, including financial forecasts and plans before they are announced. In addition,the Group announces significant contracts and Letters of Intent that have been received. The need to disclose Lettersof Intent received for better transparency will have to be balanced with the need for confidentiality during negotiations.We will however continue with this practice of greater disclosure unless it puts us in a disadvantageous position in ournegotiations.The Company Secretaries attend all Board and Board Committee meetings and ensure that all Board procedures andregulations are followed.On behalf of the BoardMr. Lim Yong WahChairman8 March 2005<strong>inter</strong>-<strong>roller</strong> engineering limited annual report2004 77

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