notes to the financial statements - Investor Relations
notes to the financial statements - Investor Relations
notes to the financial statements - Investor Relations
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CORPORATE GOVERNANCE<br />
Annual Report 2011<br />
With regard <strong>to</strong> <strong>the</strong> remuneration of key management personnel, <strong>the</strong>re are both fixed and variable components, with <strong>the</strong> latter being<br />
tied <strong>to</strong> organisational and business units’ performance. The overall average fixed and variable components paid <strong>to</strong> key management<br />
personnel, including <strong>the</strong> Executive Direc<strong>to</strong>r, in FY2011 were respectively 51% and 49%. A summary on <strong>the</strong> remuneration range<br />
corresponding <strong>to</strong> <strong>the</strong> number of key executives is provided below:<br />
Annual Remuneration Number of Executives<br />
More than S$3,750,000 1<br />
S$1,000,000 <strong>to</strong> S$1,250,000 2<br />
S$500,001 <strong>to</strong> S$750,000 4<br />
S$250,001 <strong>to</strong> S$500,000 5<br />
The Group CEO is <strong>the</strong> son of <strong>the</strong> Chairman. His remuneration package falls in <strong>the</strong> highest band above and 78% of his package is<br />
variable.<br />
Presently, <strong>the</strong> Company does not have any employee share scheme.<br />
ACCOUNTABILITY AND AUDIT<br />
Accountability (Principle 10)<br />
The Board, through its announcements of quarterly and full-year results, aims <strong>to</strong> provide shareholders with a balanced and<br />
understandable assessment of <strong>the</strong> Company’s performance and prospects. Results for <strong>the</strong> first three quarters are released <strong>to</strong><br />
shareholders within 45 days of <strong>the</strong> end of <strong>the</strong> quarter. Annual results are released within 60 days of <strong>the</strong> <strong>financial</strong> year end.<br />
Management provides <strong>the</strong> EXCO with a monthly <strong>financial</strong> and operational report within 20 days from <strong>the</strong> end of <strong>the</strong> relevant reporting<br />
period. Monthly meetings are conducted involving Senior Management and <strong>the</strong> business unit heads. In addition, Management also<br />
provides Direc<strong>to</strong>rs with a quarterly <strong>financial</strong> management report, which includes <strong>the</strong> quarterly management accounts, o<strong>the</strong>r <strong>financial</strong><br />
<strong>statements</strong> and an analysis of those accounts and an update of business and development projects. The report is submitted within<br />
45 days of <strong>the</strong> quarter end.<br />
The Company has clear policies and guidelines for dealings in securities by Direc<strong>to</strong>rs and employees, as recommended by <strong>the</strong> SGX-<br />
ST’s Best Practices Guide. Direc<strong>to</strong>rs and employees are cautioned <strong>to</strong> observe <strong>the</strong> insider trading laws at all times.<br />
Risk Management and Internal Controls (Principle 11)<br />
The Group carries out periodic assessments of risks and controls <strong>to</strong> ensure <strong>the</strong> adequacy of <strong>financial</strong> and operational controls and<br />
compliance with those policies, procedures and controls.<br />
The Audit Controller, who reports directly <strong>to</strong> <strong>the</strong> Audit Committee, conducts regular audit of internal control systems of <strong>the</strong> group<br />
companies and recommends necessary improvements and enhancements.<br />
The Company’s audi<strong>to</strong>rs, KPMG, also carry out a review of <strong>the</strong> internal controls <strong>to</strong> <strong>the</strong> extent that <strong>the</strong>se are relevant <strong>to</strong> <strong>the</strong> preparation<br />
of true and fair <strong>financial</strong> <strong>statements</strong>. The Audit Committee also reviews <strong>the</strong> audit plans and findings of <strong>the</strong> external audi<strong>to</strong>rs including<br />
performance improvement observations noted by <strong>the</strong> audi<strong>to</strong>rs in connection with <strong>the</strong>ir audit.<br />
In addition, <strong>the</strong> Audit Committee reviews <strong>the</strong> actions taken by Management <strong>to</strong> address findings by both <strong>the</strong> internal and external<br />
audi<strong>to</strong>rs.<br />
Based on <strong>the</strong> above, <strong>the</strong> Board of Direc<strong>to</strong>rs is satisfied that <strong>the</strong>re are adequate internal controls in <strong>the</strong> Group. The AC expects <strong>the</strong><br />
risk assessment process <strong>to</strong> be a continuing process.<br />
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