Our principles of corporate governance reflect
our heritage and belief in delivering results while building for the
future. We believe firmly that the integrity, excellence and commitment
in our people supported by a sound system of policies, practices and
internal controls are the success elements that will help us create
long-term value and returns for our shareholders.
We believe that integrity and professionalism are the cornerstones
of our commitment to build a great company which our shareholders,
staff, customers, suppliers and other stakeholders can be justifiably
proud of. Sound corporate governance is one element of a sound corporation.
This is an important requisite for our businesses for their steady
growth as a trusted and respected business enterprise.
Corporate governance principles and practices must remain relevant
in a changing world. Just as we will be open to new ideas and practices,
we will also be disciplined in discarding obsolete or ineffective
practices and impractical ideas. This will be an on-going effort to
remain lean, relevant and supple, as we evolve with the needs of our
business and our people to build a great enterprise and deliver on
The Report of the Corporate Governance Committee on the Code of
Corporate Governance (Code) dated March 21, 2001, was
accepted by the Singapore Government on April 4, 2001. It is now
part of the Continuing Obligations of the SGX Listing Manual.
Introduced on July 1, 2002, Clause 710(2) of the new SGX Listing
Manual requires that on or after January 1, 2003, an issuer must
describe its corporate governance practices with specific
reference to the Code in its annual report. It must disclose any
deviation from any aspect of the Code together with an appropriate
explanation for such deviation in the annual report.
At the same time, the Code has urged us to adopt a balanced approach
by observing the spirit and not just blindly
follow the letter of the Code
The Code is divided into four main sections:
a) Board Matters
b) Remuneration Matters
c) Accountability and Audit
d) Communication with Shareholders
Each section is classified into Principles and Guidance Notes. We
recognise and support the Principles and spirit of the Code. We
note that each company needs to develop and maintain its corporate
governance processes to meet the specific needs of its business
demands. We note also that the Guidance Notes may serve to flesh
out the underlying issues underpinning each of the principles. We
intend to manage our company, keeping in focus the substance and
spirit of the Principles of the Code.
This Report sets out how our company, SembCorp Industries, has applied
the principles of good corporate governance within itself and the
in a disclosure-based regime where the accountability of the board
to its shareholders and the management to the board, provides the
framework for achieving a mutually beneficial tripartite relationship
aimed at creating and growing sustainable shareholder value.
SembCorp Industries is committed to achieving high standards of
corporate conduct and has generally complied with the Principles
of the Code. In the following sections covering each of the principles,
we have outlined our policies and practices.
A) BOARD MATTERS
Board's Conduct of its Affairs
Principle 1: Every company should be headed by an effective Board to lead
and control the company.
Our Policy and Practices
An effective board for our listed companies and groups must be
constituted with a majority of non-executive directors independent
of management, with the right core competencies and diversity
of experience to enable them, in their collective wisdom, to contribute
Every director is expected to act in good faith and always in
the interest of the Company.
The key roles of our board are to :
- Guide the corporate strategy and directions of the Group
- Ensure effective management leadership of the highest quality
- Provide oversight in the proper conduct of the Group's business
The Chairman and Chief Executive Officer are separate persons in
order to maintain
an effective oversight.
The Board comprises 11 directors of whom 10 are non-executive Directors.
The Boards Chairman is Peter Seah Lim Huat. The executive
Director is Wong Kok Siew who is the Boards Deputy Chairman
and Chief Executive Officer.
The Board comprises business leaders, professionals with financial
backgrounds, a practising lawyer and members of the public sector.
Profiles of the Directors are found on page 20 of this Annual Report.
The Board meets to review the key activities and business strategies
of the Group. The Board delegates specific responsibilities to board
committees described in our Corporate Governance Report for 2002
found in page 18. Regular Board meetings are held quarterly to deliberate
strategic policies of the Group, including significant acquisitions
and disposals, the annual budget, review the performance of the
business and endorse the release of the half-yearly and year-end
reports. In addition, the Audit Committee has been delegated the
authority by the Board to review and approve the release of half-yearly
and full-year results. Where necessary, additional board meetings
are also held to address significant transactions or issues. A total
of seven board meetings were held in the year.
We believe that contributions from each director can be reflected
in ways other than the reporting of attendances of each director
at board and committee meetings.
A director would have been appointed on the strength of his calibre,
experience, stature, and his potential to contribute to the proper
guidance of the company and its businesses.
To focus on a directors attendances at formal meetings alone
may lead to a narrow view of a directors contributions. It
may also not do justice to his contributions which can be in many
forms including managements access to him for guidance or
exchange of views outside the formal environment of board meetings.
In addition, he may bring with him relationships which are strategic
to the interests of the Group.
The matrix of the Board members participation in the various
board committees is provided on page 19 of this Report. This reflects
each board members additional responsibilities and special
focus on the respective board committees of
The Board has adopted a set of internal controls which sets out
approval limits for capital expenditure, investments and divestments,
bank borrowings and cheque signatories arrangements at board level.
Approval sub-limits are also provided at management levels to facilitate
Changes to regulations and accounting standards are monitored closely
by Management. To keep pace with regulatory changes, where these
changes have an important bearing on the companys or directors
disclosure obligations, directors are briefed either during board
meetings, or at specially-convened sessions conducted by professionals.
Newly-appointed directors are given briefings by the Management
on the business activities of the Group and its strategic directions.
Board Composition and Balance
Principle 2: There should be a strong and independent element
on the Board, which is able to exercise objective judgement on corporate
affairs independently, in particular, from Management. No individuals
or small group of individuals should be allowed to dominate the
Boards decision making.
Our Policy and Practices
The majority of our directors are non-executive and independent
of management. This enables the Management to benefit from an external
and objective perspective on issues that are brought before the
Board. It would also enable the Board to interact and work with
management through a robust exchange of ideas and views to help
shape the strategic process. This, together with a clear separation
of the role of the Chairman and the Chief Executive Officer provides
a healthy professional relationship between the Board and Management
with clarity of roles and robust oversight.
The Board comprises 11 directors, 10 of whom are non-executive directors,
independent of management. Of the 10 non-executive directors, nine
are independent non-executive directors, who are independent of
the principal shareholders.
The Board considers non-executive director, K Shanmugam, an independent
non-executive director, although he has a relationship with the
Company, falling under Guidance Note 2.1(d) by virtue of his position
as a managing partner of Allen & Gledhill rendering professional
services to the Company in fees aggregating more than S$200,000.
Notwithstanding this relationship, the Board assesses him as an
independent director due to his manifest ability to exercise strong
independent judgement in his deliberations in the interests of the
The Board is supported by key board committees to provide independent
oversight of Management. These key committees are the Audit Committee,
Executive Resource and Compensation Committee (ERCC) / Nominating
Committee and Budget Committee which are made up of independent
or non-executive directors or external co-opted members. Other committees
can be formed from time to time to look into specific areas as and
when the need arises.
Membership in the different committees are carefully managed to
ensure that there is equitable distribution of responsibilities
among board members, to maximise the effectiveness of the board
and foster active participation and contribution from board members.
Diversity of experiences and appropriate skills are also considered.
There is a need to also ensure that there are appropriate checks
and balances between the different committees. Hence, membership
of budget/investment/executive committees, with more involvement
in key businesses or executive decisions, and the membership of
the Audit Committee with its oversight role, must be mutually exclusive.
Chairman and Chief Executive Officer
Principle 3: There should be a clear division of responsibilities
at the top of the company the working of the Board and the
executive responsibility of the companys businesses
which will ensure a balance of power and authority, such that no
one individual represents a considerable concentration of power.
Our Policy and Practices
We believe there must be a clear separation of the roles and responsibilities
between the Chairman and the CEO of the Company. The Chairman, who
is a non-executive, is responsible for the Board and is free to
act independently in the best interests of the Company and shareholders
while the CEO is responsible for the running of the Companys
business. The Chairman ensures that the members of the Board work
together with the Management with the capability and moral authority
to engage Management in constructive debate on various matters,
including strategic issues and business planning processes.
The CEO is a Board member and has full executive responsibilities
over the business directions and operational decisions of the Company.
Principle 4: There should be a formal and transparent process
for the appointment of new directors to the Board. As a principle
of good corporate governance, all directors should be required to
submit themselves for re-nomination and re-election at regular intervals.
Our Policy and Practices
We believe that Board renewal must be an on-going process, to ensure
good governance and maintain relevance to the changing needs of
the company and business. The CEO, while he is also a board member,
must also subject himself to retirement and re-election by shareholders
as part of board renewal. Nominations and election of board members
are the prerogatives and proper rights of all shareholders.
The Nominating Committee comprises Peter Seah Lim Huat, Goh Geok
K Shanmugam, who are also members of the ERCC. The Nominating Committee
is responsible for identifying and selecting new directors. It is
appropriate that the members of the Nominating Committee and the
ERCC are the same as the ERCC, who, in the course of its search
for talent, is in touch with individuals who can be potential director
Our Articles of Association require one-third of our directors to
retire and subject themselves to re-election by shareholders at
every Annual General Meeting (AGM)
(one-third rotation rule). In other words, no director
stays in office for more than three years without being re-elected
We had, at our last AGM, also altered our Articles of Association
to provide for the CEO board member to be subject to the one-third
rotation rule as well. This is to separate his role as CEO
from his position as a board member, and to enable shareholders
to exercise their full rights to select all board members.
In addition, a newly-appointed director will submit himself for
retirement and election at the AGM immediately following his appointment.
Thereafter, he is subject to the one-third rotation rule.
Principle 5: There should be a formal assessment of the effectiveness
of the Board as a whole and the contribution by each director to
the effectiveness of the Board.
Our Policy and Practices
We believe that Board performance is ultimately reflected in the
performance of the Group. The Board should ensure compliance with
applicable laws and board members should act in good faith, with
due diligence and care in the best interests of the Company and
its shareholders. In addition to these fiduciary duties, the Board
is charged with two key responsibilities: setting strategic directions
and ensuring that the Company is ably led. The measure of a boards
performance is also tested through its ability to lend support to
management especially in times of crisis and to steer the Group
in the right direction, including the critical issue of CEO succession.
The financial indicators set out in the Code as guides for the evaluation
of directors are in our opinion more of a measure of managements
performance and hence are less applicable to directors. In any case,
such financial indicators provide a snapshot of a companys
performance, and do not fully measure the sustainable long-term
wealth and value creation of the Company.
The Board through the delegation of its authority to the Nominating
Committee, has used its best efforts to ensure that directors appointed
to our board possess the background, experience and knowledge in
technology, business, finance and management skills critical to
the companys business and that each director with his special
contributions brings to the Board an independent and objective perspective
to enable balanced and well-considered decisions to be made.
Informal reviews of a Boards performance are undertaken on
a continual basis by the Nominating Committee with inputs from the
other Board members and CEO. Renewals
or replacement of board members do not necessarily reflect their
contributions to date, but may be driven by the need to position
and shape the board in line with the medium term needs of the Company
and its business.
Access to Information
Principle 6: In order to fulfil their responsibilities, Board
members should be provided with complete, adequate and timely information
prior to board meetings and on an on-going basis.
Our Policy and Practices
We believe that the Board should be provided with timely and complete
information prior to board meetings and as and when the need arises.
New Board members are fully briefed on the businesses of the Group.
The Management is required to provide adequate and timely information
to the Board on Board affairs and issues that require the Boards
decision as well as on-going reports relating to operational and
financial performance of the Group. The Articles of Association
of the Company provide for directors to convene meetings by teleconferencing
or videoconferencing. Where a physical Board meeting is not possible,
timely communication with members of the Board is effected through
electronic means which include electronic mail, teleconferencing
and videoconferencing. Alternatively, Management will arrange to
personally meet and brief each director before seeking the Boards
The Board has separate and independent access to the senior management
and the Company Secretary at all times. The Board also has access
to independent professional advice where appropriate.
Likewise, the Audit Committee must also meet the external and internal
auditors separately at least once a year, without the presence of
the CEO and other senior management members, in order to have free
and unfiltered access to information that it may require.
B) REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7: There should be a formal and transparent procedure for fixing
the remuneration packages of individual directors. No director should be involved
in deciding his own remuneration.
Level and Mix of Remuneration
Principle 8: The level of remuneration should be appropriate
to attract, retain and motivate the directors needed to run the
company successfully but companies should avoid paying more for
this purpose. A proportion of the remuneration, especially that
of executive directors, should be linked to performance.
Disclosure on Remuneration
Principle 9: Each company should provide clear disclosure
of its remuneration policy, level and mix of remuneration, and
the procedure for setting remuneration, in the company's annual
Our Policy and Practices
The ERCC's scope of responsibilities include:
We believe that a framework of remuneration for the board and key
executives should not be taken in isolation. It should be linked
to the development of management bench strength and key executives
to ensure that there is a continual development of talent and renewal
of strong and sound leadership for the continued success of the
business and the company. For this reason, the members of the ERCC
and the Nominating Committee are the same as highlighted in our
Policy and Practices under Principle 4.
The ERCC performs the role of the Remuneration Committee. All the
members of the ERCC are independent of management. From time to
time, we may co-opt an outside member into the ERCC to provide a
global perspective of talent management and remuneration practices.
The ERCC conducts, on an annual basis, a succession planning review
of the CEO, all his direct reports, and selected key positions in
the Company. Potential internal and external candidates for succession
are reviewed for different time horizons of immediate, medium-term
and longer-term needs.
The ERCC reviews the remuneration of its non-executive directors,
executive director and senior executives, as well as major human
resource management and compensation policies and practices for
the rest of the Group.
The ERCC is chaired by Peter Seah Lim Huat, a non-executive director
who is independent of management, and comprises two independent
non-executive directors. There are no management members on the
While the Chairman of the ERCC is not regarded as independent within
the context of the definition of independence in the
Code, he is a non-executive director independent of Management with
a clear separation of his role from Management in deliberations
of the ERCC. The ERCC has access to expert professional advice on
human resource matters whenever there is a need to consult externally.
In its deliberations, the ERCC takes into consideration industry
practices and norms in compensation. The CEO is not present during
the discussions relating to his own compensation, and terms and
conditions of service, and the review of his performance. The CEO
will be in attendance when the ERCC takes through the discussions
on policies and compensations of his senior team and key staff,
as well as major compensation and incentive policies such as share
options, stock purchase schemes, framework for bonus, staff salaries
and other incentive schemes.
- Overseeing the development of leadership and management talent
in the Group
- Ensuring that companies in the Group have appropriate remuneration
- Designing a compensation package with a view of providing
competitive packages but with focus on long-term sustainability
of business and long-term shareholders' return
The ERCC meets among its members without the presence of Management,
at least once a year.
The Deputy Chairman & CEO, as executive director, does not receive
He is a lead member of Management. His compensation consists of
his salary, allowances, bonuses, performance share awards conditional
upon his meeting certain performance targets (details are available
on page 191 of the Annual Report) and options. Details on share
options granted and its fair value are available on pages 75 to
77 and page 89 of the Annual Report, respectively.
Non-executive Directors have remuneration packages which consist
of a directors fee component pursuant to the Companys
Directors Fee policy, an attendance fee component and a share
options component pursuant to the Companys Employee Share
Option Plan. The Directors Fee policy is based on a scale
of fees divided into basic retainer fees as director and additional
fees for attendance and serving on board committees (details are
available on page 191 of the Annual Report). Details on share options
granted and its fair value are available on pages 78 to 85 and page
89 of the Annual Report, respectively.
The basis of allocation of the number of share options takes into
account a directors contributions and additional responsibilities
at board committees and other board appointments at the subsidiary
level. The report on Directors Remuneration is found
on page 191 of the Annual Report.
Rather than set out the names of the top key executives who are
not also directors of the Company, we have shown the number of key
employees in remuneration bands of S$250,000, from S$100,000 onwards,
of the five key businesses President & CEOs, President
& CEOs of Industrial Parks and Hotels, Group COO and Group CFO
on page 19 of the Annual Report. This should give a macro perspective
of the remuneration pattern in the Group, while maintaining the
confidentiality of staff remuneration matters.
The Company adopts an incentive compensation plan which ties to
the creation of economic value add (EVA), as well as
to attainment of individual performance goals for its key executives.
Individuals incentive compensation is linked to the EVA created
by the Group and its subsidiaries.
A bonus bank is used to hold incentive compensation
credited in any year. Typically, one-third of the available balance
is paid out in cash each year. With the balance being carried forward
to the following year. Such carried-forward balances of the bonus
bank may either be reduced or increased in future, based on the
yearly EVA performance of the Group and subsidiary.
The Board has decided not to prepare a separate Remuneration Report
as most of the information is found in the Directors Report.
We have indicated in this Report where the information required
to be disclosed can be found.
C) ACCOUNTABILITY AND AUDIT
Principle 10: The Board is accountable to the shareholders
while the Management is accountable to the Board.
Our Policy and Practices
We have always believed that we should conduct ourselves in ways
that deliver maximum sustainable value to our shareholders. We promote
best practices as a means to build an excellent business for our
shareholders. We are accountable to shareholders for the company/groups
Prompt fulfillment of statutory reporting requirements is but one
way of maintaining shareholders confidence and trust in our
capabilities and integrity.
Principle 11: The Board should establish an Audit Committee
with written terms of reference which clearly set out its authority
Our Policy and Practices
Our internal policy requires the Audit Committee to have at least
three members (preferably four), all of whom shall be non-executive
and independent of both management and principal shareholder(s).
The Audit Committee (AC) consists of three directors
all of whom are independent directors. The members bring with them
the required expertise in the financial and accounting domains.
The AC has a set of Terms of Reference defining its scope of authority
which includes reviews of the annual audit plan, internal audit
process, the adequacy of internal controls, Interested Party Transactions
for which there is a shareholders mandate renewable annually.
The AC reviews and endorses the half-yearly and annual financial
statements and the appointment and re-appointment of auditors before
recommending them to the Board for approval.
The AC meets with the external and internal auditors, without the
presence of management, at least once a year to review the previous
financial years results.
The report of the AC proceedings in 2002 is found in pages 18 and
93 of the Annual Report.
Principle 12: The Board should ensure that the Management
maintains a sound system of internal controls to safeguard shareholders
investments and the companys assets.
Principle 13: The company should establish an internal audit
function that is independent of the activities it audits.
Our Policy and Practices
The Standards set by the IIA cover requirements in respect of the
We believe in the need to put in place a system of internal controls
of the Groups procedures and processes to safeguard shareholders
interests and the companys assets, and to manage risks. Apart
from the AC, other board committees may be set up from time to time
to address specific issues or risks.
The internal audit function of the Group is supported by the Group
Internal Audit Department (GIA). GIA directly reports to the AC
Chairman on audit matters and administratively to the CEO, and is
staffed by a director, professionals and administrative support
personnel. GIA plans its internal audit schedules in consultation
with, but independent of Management, and its plan is submitted to
the AC for approval at the beginning of each year. The AC must also
meet with the GIA team at least once a year without the presence
In carrying out its audit with due professional care, GIA subscribes
to, and is guided by the Standards for the Professional Practice
of Internal Auditing (Standards) developed by the Institute
of Internal Auditors (IIA).
- Professional Proficiency
- Scope of Work
- Performance of Audit Work
- Management of the Internal Auditing Department
To ensure that the internal audits are performed by competent professionals,
GIA recruits and employs suitably qualified staff. In order that
their technical knowledge remains current and relevant, GIA identifies
and provides training and development opportunities to the staff.
In summary, the internal audit function provided by GIA meets with
the standards set by the IIA.
COMMUNICATION WITH SHAREHOLDERS
Principle 14: Companies should engage in regular, effective
and fair communication with their shareholders.
Greater Shareholder Participation
Principle 15: Companies should encourage greater shareholder
participation at AGMs, and allow shareholders the opportunity to
communicate their views on various matters affecting the company.
Our Policy and Practices
We believe in conveying accurate and timely information to our shareholders.
In disseminating material information, we take care to ensure that
the information is made publicly available on a timely and non-selective
basis to all shareholders.
SembCorp Industries has received several awards including Most Transparent
Company Award 2002 (Runners Up in the Multi Industry / Conglomerates
Category) for the third consecutive year and The Business Times
Corporate Transparency Index (6th
placing). The Company was also in the top ten list of Asiamoneys
Best Managed Companies 2001 (10th
placing) following a 16th placing
in 2000, as well as Asiamoneys Best Investor Relations 2001
SembCorp Industries Group Corporate Relations department manages
investor relations. Information is available to every shareholder
on request including via the internet, and a series of events is
planned during the year to brief the media and investment analysts
on the Groups performance including company and field visits.
SembCorp Industries participates in international investor conferences
and also organises roadshows to keep international investors updated.
During the release of the respective half-yearly and full-year results,
the announcement is first released by MASNET onto the SGX website
to ensure that there is fair disclosure of information. Thereafter,
the press and investment analysts meet with the Management for a
briefing. All materials used at the briefing are released by MASNET
onto the SGX website and are available on the Company website. Videoconferences
or teleconferences are also set up to enable international investors
access to Management for further clarification and update.
We support the Codes principle to encourage greater shareholder
participation. Voting in absentia and by email may only be possible
following careful study to ensure that the integrity of the information
and authentication of the identities of shareholders through the
web are not compromised and legislative changes are being put in
place to recognise electronic voting.
REPORT ON CORPORATE GOVERNANCE
PROCESSES AND ACTIVITIES FOR YEAR 2002
THE BOARD OF DIRECTORS
Currently, the Board comprises 11 directors of whom 10 are independent
of management. The Board meets regularly throughout the year and
during the year under review, they met seven times to review and
monitor the Companys financial position and operations. To
give effect to the efficient discharge of its responsibilities,
the Board has established a number of Board Committees, including
an Executive Committee, Audit Committee, Executive Resources &
Compensation Committee/ Nominating Committee and Budget Committee.
THE EXECUTIVE COMMITTEE
The Executive Committee provides overall strategic direction to
the management and guides development policies and strategies for
the Group. It reviews and approves major investments recommended
by Management and recommends larger investments to the Board. The
Committee also reviews and monitors the financial performance and
progress of the Group.
The Executive Committee is chaired by Peter Seah Lim Huat and its
members are Wong Kok Siew and Goh Geok Ling. It generally meets
once a month.
THE AUDIT COMMITTEE
The AC consists of all independent directors, comprising Lua Cheng
Eng as Chairman,
K Shanmugam and Richard Hale OBE. During the year under review,
the Committee held five meetings.
The main responsibility of the AC is to review with the external
auditor, internal auditor and Management, the Companys general
policies and control procedures, interested persons transactions,
as well as any financial information presented to shareholders.
It ensures the adequacy of internal accounting controls and financial
reporting controls. The AC may direct matters to be included for
special review by the external and internal auditors. It may, as
necessary, discuss other matters that the Committee or auditors
may wish to bring up. The Committee also recommends the appointment
or re-appointment of external auditors.
Upon SGXs announcement of its amended Listing Rule 1207(6)
which takes effect
from January 3, 2003, the Management is instituting a process whereby
it will review the non-audit services provided by its auditors to
the Group, excluding its listed subsidiaries SembCorp Logistics
and SembCorp Marine, who have their respective audit committees.
The AC will conduct a review to satisfy itself that these non-audit
services provided by
the Companys auditors would not affect their independence
as auditors of the Group.
The AC will have at least one meeting a year with external and internal
auditors without the presence of Management.
THE EXECUTIVE RESOURCE
& COMPENSATION COMMITTEE
The Executive Resource & Compensation Committee (ERCC) is chaired
by Peter Seah Lim Huat and its members are Goh Geok Ling and K Shanmugam.
The ERCC oversees executive compensation and development with the
aim of building capable and committed senior management through
focused management and progressive policies which can attract, motivate
and retain talented executives to meet the current and future needs
of the company.
The ERCC met three times during the year to review and approve remuneration
and promotion of key executives as well as to decide on issues pertaining
to their development and succession. The Committee also establishes
guidelines on share options and other long-term incentives plans
and approves the grant of such incentives to key executives. The
total compensation package, including equity options is designed
to reward executives taking into account both the Company's performance
and the individual's performance. The underlying philosophy is to
motivate executives to maximise financial returns and shareholder
The Nominating Committee is chaired by Peter Seah Lim Huat and its
members are Goh Geok Ling and K Shanmugam.
The primary purpose of the Nominating Committee is to support and
advise the Company, its unlisted subsidiaries and, where applicable,
unlisted associated companies by nominating to these Boards suitable
candidates who are best able to discharge their responsibilities
as directors having regard to the law and the high standards of
governance practised by the Group. In particular, the Nominating
Committee recommends candidates who can add value to the management
through their contributions in the relevant strategic business areas,
and whose appointments will result in the constitution of strong
and diverse boards.
The Budget Committee comprises Lam Chuan Leong as Chairman, Tay
Siew Choon as Deputy Chairman and Wong Kok Siew as a member. The
Committee met twice during the year.
The Budget Committee implemented a planning cycle focusing on different
initiatives in each quarter. Activities involved the quarterly and
half-yearly review of financial results in relation to the budget,
strategic initiatives and a five-year outlook of each main subsidiary,
as well as the annual budget process.
The Company has adopted a Code of Compliance on Dealing in Securities,
which prohibit dealings in the Companys securities by its
officers during the period commencing one month prior to the announcement
of the Companys half-yearly or full-year results. Directors
and executives are also expected to observe insider trading laws
at all times even when dealing in securities within the permitted
BOARD COMPOSITION AND COMMITTEES
||Peter Seah Lim Huat
||Wong Kok Siew
||Tay Siew Choon
||Lua Cheng Eng
||Lam Chuan Leong
||Goh Geok Ling
||Richard Hale OBE
*The members of the Executive Resource and Compensation
Committee and the Nominating Committee are the same.
REMUNERATION BAND FOR KEY EXECUTIVES
||No. of employees
||1,500,000 to 1,749,999
||1,250,000 to 1,499,999
||1,000,000 to 1,249,999
||750,000 to 999,999
||500,000 to 749,999
||250,000 to 499,999
||100,000 to 249,999