View - Singapore Technologies Engineering

SGX LISTING MANUAL REQUIREMENTS31 DECEMBER 2000(Currency - Singapore dollars)2. INTERESTED PERSONS TRANSACTIONSInterested persons transactions carried out during thefinancial year pursuant to the Shareholders’ Mandateobtained under Chapter 9A of the Listing Manual of theSingapore Exchange Securities Trading Limited by theGroup are as follows:1. DIRECTORS’ REMUNERATIONThe following information relates to remuneration ofdirectors of Singapore Technologies Engineering Ltd:NUMBER OF DIRECTORS IN REMUNERATION BANDS 2000 1999REMUNERATION BANDS$500,000 and above 1 1$250,000 to $499,999 – –Below $250,000 10 10TOTAL 11 11Summary compensation table for the year ended31 December 2000 (Group):DIRECTORS’FAIR VALUE OFSTOCK OPTIONSNAME OF DIRECTOR SALARY* ($) BONUS* ($) FEES ($) TOTAL ($) GRANTED^ ($)Ho Ching – – 60,000▲ 60,000 –Boon Swan Foo 879,639 1,213,486 – 2,093,125 569,000Tan Guong Ching – – 24,200◆† 24,200 –Ng Kee Choe – – 57,000▲ 57,000 –MG Lim Chuan Poh# – – 10,000◆† 10,000 –Peter Ho Hak Ean – – 10,000◆ 10,000 –Professor Lui Pao Chuen – – 13,750◆† 13,750 –Dr Philip Nalliah Pillai# – – 40,750† 40,750 –Philip Tan Yuen Fah – – 86,000† 86,000 –Winston Tan Tien Hin – – 112,000† 112,000 –Lucien Wong Yuen Kuai – – 49,000 49,000 –LG Bey Soo Khiang** – – 2,500◆ 2,500 –Loh Chuk Yam## – – 17,250▲† 17,250 –879,639 1,213,486 482,450 2,575,575 569,000* The salary and bonus amount shown is inclusive of allowances and CPF.^ Relates to options granted during the year by the Group. The fair value of stock options granted is estimated using the Black-Scholes Option Pricing model.# Appointed on 1 April 2000.▲ Fees are paid to Director’s employer company.◆ Fees for public sector Directors are paid to government agency.† Includes fees for directorship in subsidiary/ies.** Resigned on 1 April 2000.## Retired at AGM on 31 March 2000.TREASURY TRANSACTIONSPlacement of funds with a subsidiary of the immediateholding company, Singapore Technologies Pte Ltd, forperiods of between 1 week and 3 months comprisesamounts ranging from $0.3 million (1999: $0.5 million)to $90 million (1999: $50 million) per transaction.MANAGEMENT AND SUPPORT SERVICESPayment of ST Group Management and Support ServiceFee by the Group of $6,693,000 (1999: $4,332,620).3. REPORT ON CORPORATE GOVERNANCE ACTIVITIES ANDPROCESSESBOARD MEETINGS AND COMMITTEESThe Board of Directors of the Company held a total offive Board meetings during the financial year ended 31December 2000 comprising four regularly scheduledmeetings and a special meeting. These meetings wereheld to address business strategies and major operationalthrusts of the group, approve annual budgets, release ofthe quarterly and regular financial results, as well as considerand approve investment proposals.The incumbentDirectors attended at least 72% of the aggregate numberof meetings of the Board of Directors and meetings ofthe Committees of the Board on which they served.The focus on expanding markets in the US and Europeinvolved much of Mr Boon Swan Foo’s time overseasand this partly accounted for the lower percentage ofBoard Committee attendances compared to the previousyear. However all papers were reviewed andendorsed by Mr Boon as CEO before submission to therespective committees.The Board also approved a different reporting format forthe Group by business sectors following the US restructuringof its subsidiary corporations.GROUP2000 1999$’000 $’000GENERAL TRANSACTIONSSales of goods and services 3,212 4,616Purchases of goods and services 3,912 4,951The Company and its main subsidiaries continued intoits second year of prompt quarterly reporting of itsfinancial results.Board committees addressed several issues during 2000.The Audit Committee is chaired by Mr Ng Kee Choe andincludes Mr Philip Tan, Mr Lucien Wong and Dr PhilipPillai, all of whom are independent directors.TheCommittee held four meetings during the year.The ongoing practice of dovetailing our four main subsidiaries’Audit Committees’ roles into the main STEngg Audit Committee for transparency and good corporategovernance has served us well as issues raised ineach sector are given due focus and attention by independentdirectors.The Committee held four meetings during the year toreview the quarterly, half-yearly and year-end financialstatements and the Group Internal Audit Report includingcompliance of internal control procedures forInterested Party transactions under Chapter 9A of theSGX Listing Manual.The Committee was satisfied thatthere were no incidents of non-compliance.The Committee also recommended to the Board achange of auditors as part of best practice to rotate auditorsonce every few years.Following the first Audit Committee meeting for 2001,the Audit Committee met up with the external auditorsand internal auditors of the Company in the absence ofManagement.This meeting is convened once a year aspart of good corporate governance to provide an opportunityfor the internal and external auditors to raiseissues which they had encountered in the course of176 • visionadditional information • 177