Annual Report 2010 - Leeden Limited

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A Stronger Leeden in Asia.Corporate Governance ReportThe AC has the express power to conduct or authorize investigations into any matters within its terms of reference, has full accessto and co-operation by the Management and full discretion to invite any Director or executive officer to attend its meetings. Allmajor findings and recommendations are brought to the attention of the Board of Directors.In performing its functions, the AC also meets with external auditors without the presence of the Company’s management at leastonce annually. Such meetings allow for a more open discussion on any issues of concerns.During the year, AC has reviewed the effectiveness of the Group’s material internal controls, including financial and operationalcompliance controls, and risk management. The processes used by the AC to review the effectiveness of the system of internalcontrol and risk management include discussions with management and auditors on the risks identified and the review ofsignificant issues arising there from.For the year under review, no non-audit service was provided by the external auditors to the Group.The Directors are of the opinion that, in the absence of any evidence to the contrary, the system of internal controls providesreasonable, but not absolute, assurance that the Group will not be adversely affected by any event that could reasonably beforeseen as it strives to achieve its business objectives.Whistle Blowing PolicyThe Company has adopted a Policy and Procedure on Whistle Blowing. The Company has provided employees with well-definedand accessible channels within the Group to raise concerns about possible improprieties in matters of financial reporting such asfraud, corruption or other matters. Upon receipt of such complaint, the AC would exercise discretion on how to proceed with theinvestigation, thereafter recommend necessary actions to be taken.The AC has received no complaint as at the date of this report.Principle 13: Internal AuditThe Company has outsourced its internal audit function to a certified public accounting firm. The internal auditors plan its internalaudit schedules in consultation with, but independent of the Management. The audit plan is submitted to the AC for approval priorto the commencement of the internal audit. With the assistance of the AC, the Board reviews the effectiveness of the Company’sinternal control on an on-going basis, provides its perspective on management control and ensures appropriate actions whenrequired.The internal auditors comply with the Standards for the Professional Practice of Internal Auditing developed by the Institute ofInternal Auditors.COMMUNICATION WITH SHAREHOLDERSPrinciple 14 : Communication with ShareholdersPrinciple 15 : Promoting Greater Participation by ShareholdersIn complying with the Code:-♦♦♦♦♦♦All information as required under the Singapore Exchange’s disclosure policy is disseminated to shareholders through theSGXNET on a timely basis and the Company does not practice selective disclosure;Price sensitive announcements including interim and full-year results are released through SGXNET within the mandatoryperiods;The Annual Report is sent to all shareholders of the Company at least 14 days before the meeting and the Notice of AnnualGeneral Meeting (“AGM”) is made available on SGX-ST’s website;Members of the Board and various Board committees together with the External Auditor are present and available toaddress questions at the AGM;Members of the Company are encouraged to attend the AGM and in the event that the member cannot attend the AGM,the Articles of Association of the Company allow a member to appoint one or two proxies to attend and vote on behalf ofthe member. At the AGM, shareholders are given the opportunity to voice their constructive views and direct questionsregarding the Group to the Management or the Directors, including the chairmen of the Audit Committee, RemunerationCommittee and Nominating Committee; andAll the resolutions at the AGM are single item resolutions.28
Corporate Governance ReportLeeden Limited Annual Report 2010In preparation for the annual general meeting, shareholders are encouraged to refer to SGX’s investor guides, namely ‘An Investor’sGuide To Reading Annual Reports’ and ‘An Investor’s Guide To Preparing For Annual General Meetings’. The guides, in both Englishand Chinese versions are available at the SGX website via this link :http://www.sgx.com/wps/portal/marketplace/mp-en/investor_centre/investor_guideDEALING WITH SECURITIES[SGX-ST Listing Rule 1207 (18)]The Company has adopted an internal code to provide guidance with regards to dealing in the Company’s securities by Directorsand senior officers of the Group.The guideline sets out window periods where trading in the Company’s securities are not allowed. Directors and senior officers arealso expected to observe insiders trading laws at all times even when dealing in securities outside the window periods. They arealso discouraged from dealing in the Company’s share on short-term considerations. Directors and senior officers are required toreport to the Company Secretary whenever they deal in the Company’s shares.RISK MANAGEMENTIn April 2010, as part of the effort to further strengthen the Group’s risk management processes, a Risk Management Committeewas formed to assist the Board to review risk management in the areas of operational and strategic risk, financial risk (includingIT support), regulatory and compliance risk and also human resource management risk. The Risk Management Committee (RMC)comprises the following members:Mr Steven Tham Chairman (Executive)Mr Kelvin Lee(Executive)Ms Iris YapMr Koh Chee HanMs Eileen TeeDuring the financial year, the RMC met six times and performed the following key functions:♦♦♦to review with Management, and, where needed, with external consultants on areas of risk that may affect the viabilityand smooth operations of the Company, as well as Management’s risk mitigation efforts, with the view of safeguardingshareholder’s interest and Group assets;to direct and work with Management to develop and review policies and processes to address and manage identified areasof risk in a systematic and structured manner; andto make recommendations to the Board in relation to business risks that may affect the Company, as and when these mayarise.The Group’s financial risk management is discussed under Note 37 to the Notes to the Financial Statements on pages 92 to98.MATERIAL CONTRACTS[SGX-ST Listing Rule 1207 (8)]No material contracts were entered into between the Company or any of its subsidiaries involving the interest of the CEO or anydirector or controlling shareholder of the Company or their associates, either still subsisting by end of the financial year or if notthen subsisting, entered into since the end of the previous financial year.INTERESTED PERSON TRANSACTIONSThe Company has adopted an internal policy governing procedures for the identification, approval and monitoring of transactionswith interested persons. All interested person transaction is subject to review by the AC.During the financial year, there was no interested person transaction entered into by the Group.29
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Annual Report 2010 - Leeden Limited

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