Powering growth - Aztech Group Ltd - Investor Relations

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26a z t e c h a n n u a l r e p o r t 2 0 0 9C o r p o r a t e G o v e r n a n c eCorporate Governance ReportKey ExecutivesThe remunerations of the top Key Executives of the Group (who are not Directors) fall within the following bands:Top 6 Key ExecutivesSalary%Bonus%Profit Sharing%*Others%Total%Between $250,000 and $500,000Michael Lee Thiam Seong 71 15 4 10 100Below $250,000Low Wei Chong 74 9 2 15 100Jason Saw Chwee Meng 69 14 5 12 100Herman So Kam Hung 78 16 5 1 100Pavani Nagarajah 71 19 5 5 100Sylvester Saw Cheng San 80 13 2 5 100* The contribution to the Central Provident Fund, allowances and car cost (if any) is included in the column referred to as “Others” above.For the Financial Year ended December 31, 2009, except for Mr Michael Mun and Mr Jeremy Mun (whose remunerations are disclosed above), noemployee of the Group whose remuneration exceeds $150,000 was an immediate family member of a Director or CEO. Immediate family includesspouse, child, adopted child, stepchild, brother, sister or parent. Mr Jeremy Mun is the son of Mr Michael Mun.Nominating CommitteeThe role of the NC includes the responsibility for re-nominating of Directors who retire by rotation. The members of the NC are Mr Colin Ng (Chairman),Mr Khoo Ho Tong and Mr Michael Mun.The NC conducts an annual review of Directors’ independence, and is of the view that Mr Tan, Mr Ng and Mr Khoo are independent. The Board notedthat Messrs Colin Ng & Partners LLP, a law firm of which Mr Ng is the managing partner, provides legal services to the Group. The services are providedby lawyers other than Mr Ng. The NC is satisfied with the independence of Mr Ng.The NC has reviewed and is satisfied that Mr Ng and Mr Khoo, who serve on the boards of other listed companies, have been able to devote adequatetime and attention to the affairs of the Group to fulfill their duties as Directors.AccountabilityThe Board presents a balanced and understandable assessment of the Group’s performance and position to the public via the release of its quarterly andfull year financial results. The Board reviews and approves the results before its release. With regard to the SGX-ST’s introduction of the requirementfor Directors to issue a Negative Assurance Statement to accompany its quarterly financial results announcement, there is an internal process for theExecutive Directors to represent to the Board on the integrity of the Group’s financial statement before the Negative Assurance Statement is given by theBoard. The process is carried out for all quarterly and full year results.
C o r p o r a t e G o v e r n a n c ea z t e c h a n n u a l r e p o r t 2 0 0 927Corporate Governance ReportInternal AuditThe Internal Auditor, who reports directly to the Chairman of the AC, continuously monitors the compliance of the Group’s internal controls, policies andprocedures. The Internal Auditor also monitors the effectiveness of the internal control systems and procedures and submits the findings to the AC. TheInternal Auditor plans the internal audit schedules and submits the plan to the AC Chairman for approval prior to the commencement of the internal audit.The AC Chairman reviews the activities of the Internal Auditor on a regular basis, including advising on any improvement required on internal control orother internal audit matters.Whistle Blowing PolicyThe Group has in place a whistle blowing policy that gives staff access to the Chairman, Internal Auditor and Lead Independent Director to report in goodfaith and in confidence, concerns about possible improprieties. The policy defines the process and ensures independent investigation of such matters.The staff are assured that they are protected from reprisals.Interested Person TransactionsAll interested person transactions are submitted for review by the AC on a quarterly basis. The transactions entered into with interested persons duringthe financial year which fall under Rule 907 of the Listing Manual (“LM”) of the SGX-ST are:Name of Interested PersonAVS Solutions Sdn Bhd*- Rental Income and services fee- Purchase of goodsAggregate value of all interested persontransactions during the financial yearunder review (excluding transactionsless than S$100,000 and transactionsconducted under shareholders’ mandatepursuant to Rule 920 of the LM)S$53,600S$ 2,354Aggregate value of all interestedperson transactions conducted undershareholders’ mandate pursuant to Rule920 of the LM (excluding transactionsless than S$100,000)AVS Technologies Pte Ltd*- Rental Income S$17,254 ---AVS Computer Services Pte Ltd*- Sales of goods S$760 -Messrs Colin Ng & Partners LLP**- Legal Services S$146,402 -Note* Transactions above with companies in which Mr Michael Mun has an equity interest.** Transactions with law firm Colin Ng & Partners LLP in which Mr Colin Ng is the Managing Partner
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HEAD OFFICEAZTECH GROUP LTD31 Ubi R
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