notes to the financial statements - Investor Relations

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CWT Limited 38 CORPORATE GOVERNANCE It has also taken into account factors such as efforts and time spent, and the responsibilities of NEDs. The NRC has ensured that that the proportion of the remuneration especially that of key executives is linked to corporate and individual’s performance, and that the performance-related elements of remuneration should form a significant portion of the total remuneration package of the Executive Director, whose remuneration package was designed to align his interests with those of shareholders. Presently, there is no long-term incentive scheme for employees in place. The Company shall review the pay and employment conditions within the industry and those from peer companies to ensure that the Directors and Senior Management are adequately remunerated. Additionally, the NRC has come to a consensus that it is not feasible to enforce contractual provision on reclaim of incentive components of remuneration from the Executive Director or key management personnel. Such provision is presently absent from the relevant employment contracts. Disclosure on Remuneration (Principle 9) Every Director on the Board during Financial Year 2011 (FY2011) received a basic fee. In addition, he would have received the Chairman’s allowance if he were the Board Chairman, as well as the relevant allowance (depending on whether he is the Chairman or Member of the relevant Board Committee) for each position he has held on a Board Committee, subject to an overall cap on the total fees and allowances to be received by him. If he occupied a position for part of FY2011, the fee or allowance payable will be prorated accordingly. Based on the existing approved director fee structure, the Directors’ fees for FY2011 have been computed and summarised as follow: DIRECTOR FY2011 FEES Loi Kai Meng S$220,000 Jimmy Yim Wing Kuen S$175,000 Liao Chung Lik S$95,000 Tan Wee Liang S$75,000 Hu Jian Ping S$60,000 Total Fees for FY2011 S$625,000 All NEDs received 100% fixed fees for their services in FY2011 in accordance with the approved fee structure. The fees payable to each of the NEDs fall within the S$250,000 band. Total fees payable for FY2011 of S$625,000 is S$30,000 lower than FY2010’s fees of S$655,000 which reflects fewer board meetings held in FY2011 compared to FY2010. The NRC has recommended and the Board has endorsed the proposed Directors’ Fees and it will be tabled for shareholders’ approval at the AGM in April 2012.
CORPORATE GOVERNANCE Annual Report 2011 With regard to the remuneration of key management personnel, there are both fixed and variable components, with the latter being tied to organisational and business units’ performance. The overall average fixed and variable components paid to key management personnel, including the Executive Director, in FY2011 were respectively 51% and 49%. A summary on the remuneration range corresponding to the number of key executives is provided below: Annual Remuneration Number of Executives More than S$3,750,000 1 S$1,000,000 to S$1,250,000 2 S$500,001 to S$750,000 4 S$250,001 to S$500,000 5 The Group CEO is the son of the Chairman. His remuneration package falls in the highest band above and 78% of his package is variable. Presently, the Company does not have any employee share scheme. ACCOUNTABILITY AND AUDIT Accountability (Principle 10) The Board, through its announcements of quarterly and full-year results, aims to provide shareholders with a balanced and understandable assessment of the Company’s performance and prospects. Results for the first three quarters are released to shareholders within 45 days of the end of the quarter. Annual results are released within 60 days of the financial year end. Management provides the EXCO with a monthly financial and operational report within 20 days from the end of the relevant reporting period. Monthly meetings are conducted involving Senior Management and the business unit heads. In addition, Management also provides Directors with a quarterly financial management report, which includes the quarterly management accounts, other financial statements and an analysis of those accounts and an update of business and development projects. The report is submitted within 45 days of the quarter end. The Company has clear policies and guidelines for dealings in securities by Directors and employees, as recommended by the SGX- ST’s Best Practices Guide. Directors and employees are cautioned to observe the insider trading laws at all times. Risk Management and Internal Controls (Principle 11) The Group carries out periodic assessments of risks and controls to ensure the adequacy of financial and operational controls and compliance with those policies, procedures and controls. The Audit Controller, who reports directly to the Audit Committee, conducts regular audit of internal control systems of the group companies and recommends necessary improvements and enhancements. The Company’s auditors, KPMG, also carry out a review of the internal controls to the extent that these are relevant to the preparation of true and fair financial statements. The Audit Committee also reviews the audit plans and findings of the external auditors including performance improvement observations noted by the auditors in connection with their audit. In addition, the Audit Committee reviews the actions taken by Management to address findings by both the internal and external auditors. Based on the above, the Board of Directors is satisfied that there are adequate internal controls in the Group. The AC expects the risk assessment process to be a continuing process. 39
Page 1 and 2: CWT Limited Annual Report 2011 Annu
Page 3 and 4: ABOUT THE CWT GROUP VISION To Be A
Page 5 and 6: GROUP FIVE-YEAR FINANCIAL SUMMARY F
Page 7: Largest warehouse operator in Singa
Page 10 and 11: CWT Limited CHAIRMAN’S STATEMENT
Page 12 and 13: CWT Limited BOARD OF DIRECTORS Loi
Page 14 and 15: CWT Limited EXECUTIVE TEAM Loi Pok
Page 17 and 18: ELEVATION Rising through resilience
Page 19 and 20: COMMODITY SUPPLY CHAIN MANAGEMENT C
Page 21: MIDDLE EAST Kuwait Kuwait UK Estoni
Page 24 and 25: CWT Limited OPERATIONS REVIEW “Am
Page 26 and 27: CWT Limited OPERATIONS REVIEW 1. Br
Page 29 and 30: CHARACTER Our identity and performa
Page 31 and 32: EHS activities and related awards E
Page 33 and 34: Investor Relations We regularly eng
Page 35 and 36: CORPORATE GOVERNANCE Annual Report
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Page 47 and 48: DIRECTORS’ REPORT YEAR ENDED 31 D
Page 49 and 50: STATEMENT BY DIRECTORS YEAR ENDED 3
Page 51 and 52: STATEMENT OF FINANCIAL POSITION AS
Page 53 and 54: Annual Report 2011 CONSOLIDATED STA
Page 55 and 56: CONSOLIDATED STATEMENT OF CHANGES I
Page 57 and 58: CONSOLIDATED STATEMENT OF CHANGES I
Page 59 and 60: CONSOLIDATED STATEMENT OF CASH FLOW
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NOTES TO THE FINANCIAL STATEMENTS Y
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STATISTICS OF SHAREHOLDINGS SHAREHO
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NOTICE OF ANNUAL GENERAL MEETING An
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NOTICE OF ANNUAL GENERAL MEETING An
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CWT LIMITED (Company Registration N
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CORPORATE DIRECTORY Loi Pok Yen Gro
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notes to the financial statements - Investor Relations

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