• Overview

  • The board is committed to maintaining a high standard of corporate governance within the Group. Good corporate governance establishes and maintains a legal and ethical environment in the Group which strives to preserve the interests of all shareholders. The Company believes that it is in compliance in all material respects with the Singapore Code of Corporate Governance 2012.

    Board

    The board comprises 8 directors, 3 of whom are independent non-executive directors, and whose objective judgement on corporate affairs and collective experience is valuable to the Group. The directors as a group provide core competencies such as accounting or finance, business or management experience, industry knowledge, strategic planning experience and customer-based experience or knowledge.

    The directors constructively challenge and help develop proposals on strategy, review the performance of management in meeting agreed goals and objectives, and monitor the reporting of performance.

    Company Secretary

    The directors have separate and independent access to the company secretary, Ms Chee Ying Lim, FCIS. She ensures that all board procedures are followed and, together with key management staff, assists with ensuring that the Company complies with applicable requirements, rules and regulations. Under the direction of the Chairman, the company secretary's responsibilities include ensuring good information flows within the board and its committees, and between senior management and non-executive directors, as well as facilitating orientation and assisting with professional development for directors as required.

    Internal Controls

    The board is of the view that the Group has an adequate and effective system of internal controls which address financial, operational, compliance and Information Technology controls, and risks management systems. This view is endorsed by the Audit Committee, and is based on the internal controls established and maintained by the Group, work performed by the internal and external auditors, and reviews performed by management and various Committees. The board notes that the system of internal controls maintained by the Group’s management provides reasonable, but not absolute, assurance against material financial misstatements or loss; this includes the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, regulation and best practices, and identification and containment of business risk. The board further notes that no system of internal controls can provide absolute assurance against human errors, including errors in judgment in the course of decision-making. In addition, no such controls can provide absolute protection against fraud or similar misconduct.

    The Audit Committee reviews the adequacy of the Group’s internal financial, operational, compliance and information technology controls, and risk management policies and systems established by management. The Audit Committee also ensures that a review of the effectiveness of the Group’s internal controls is conducted at least annually. Where such review is carried out by the external auditors, the Audit Committee is required to satisfy itself that the independence of the external auditors is not compromised by any other material relationship with the Group.

    Shareholder Communication

    The board welcomes the views of shareholders on matters affecting the Company, whether at shareholders' meetings or on an ad hoc basis. Present at the annual general meeting are the directors (including the chairmen and vice chairmen of the Audit, Remuneration and Options, and Nominating Committees), senior management and the external auditors to address queries from shareholders. Queries may also be raised with the Director, Corporate Affairs via the Company’s website.

    Code of Conduct

    The Group has a code of conduct that applies to all employees of the Group, and each of its subsidiaries’ directors, officers and employees. The code sets out principles to guide employees in carrying out their duties and responsibilities to the highest standards of personal and corporate integrity when dealing with the Group, its customers, suppliers, competitors and the community.

    Ethical conduct

    The Group is committed to a high standard of ethical conduct. The Group has adopted and implemented a policy whereby employees may, in confidence, raise concerns on possible corporate improprieties in matters of unlawful activity, policy or practices, suspected fraud, corruption, dishonest practices or other matters. There are also arrangements in place for an independent investigation of such matters, and for appropriate follow up action where necessary.