Corporate Governance Report
(E) ADDITIONAL INFORMATION Additional Committees
Apart from the AC, CDC, ERCC, NC and RC, the Company has also set up the IC and the FBC. A majority of the members of the IC and the FBC, including the Chairman, are non-executive independent Directors.
The IC is guided by its Terms of Reference, in particular, the IC reviews proposals on and, where it considers appropriate, approves, proposals on investments, divestments, credit proposals, budget variance and award of contracts for development expenditure, within the authorities/limits approved from time to time by the Board.
The FBC is guided by its Terms of Reference, in particular, the FBC:
(a) reviews the Group’s annual budget and financial policies. The annual budget, after being endorsed by the FBC, is subject to approval by the Board;
(b) reviews the Group’s full year forecast and three-year outlook (if any); and
(c) reviews the Group Finance Manual which contains policies, procedures and guidelines such as financial authority limits, capital and liquidity management, interest rate and foreign exchange management. The Group Finance Manual and any updates, after being endorsed by the FBC, is subject to approval by the Board.
Dealings in Securities
The Company has devised and adopted a securities dealing policy for the Group’s officers and employees which applies the best practices recommendations in the Listing Manual. To this end, the Company has issued guidelines to Directors and employees in the Group, which sets out prohibitions against dealings in the Company’s securities (i) while in possession of material unpublished price-sensitive information, (ii) during the two weeks immediately preceding, and up to the time of the announcement of, the Company’s results for each of the first three quarters of its financial year and, (iii) during the one month preceding, and up to the time of announcement of, the Company’s results for the full financial year.
Directors and employees of the Group are also prohibited from dealing in securities of other relevant listed entities in the Group while in possession of unpublished price-sensitive information of these other listed entities by virtue of their status as Directors and/or employees. Under these guidelines, they are also directed to refrain from dealing in the relevant securities on short-term considerations. They are also regularly reminded of the laws against insider trading.
Code of Business Conduct
The Company adheres to an ethics and code of business conduct policy which deals with issues such as confidentiality, conduct and work discipline, corporate gifts and concessionary offers. Clear policies and guidelines on how to handle work place harassment and grievances are also in place.
The policies and guidelines are published on the Company’s intranet, which is accessible by all employees.
The policies it has implemented aim to help detect and prevent occupational fraud in mainly three ways.
First, the Company offers fair compensation packages, based on practices of pay-for-performance and promotion based on merit to its employees. The Company also provides various healthcare subsidies and financial assistance schemes to alleviate the common financial pressures its employees face.
Second, clearly documented policies and work procedures incorporate internal controls which ensure that adequate checks and balances are in place. Periodic audits are also conducted to evaluate the efficacy of these internal controls.
Finally, the Company seeks to build and maintain the right organisational culture through its core values, educating its employees on good business conduct and ethical values.
Bribery and Corruption Prevention Policy
The Company adopts a strong stance against bribery and corruption. In addition to clear guidelines and procedures for the giving and receipt of corporate gifts and concessionary offers, all employees of the Group are required to make a declaration on an annual basis where they pledge to uphold the Company’s core values and not to engage in any corrupt or unethical practices. This serves as a reminder to all employees to maintain the highest standards of integrity in their work and business dealings. The Company’s stance against bribery and corruption is also reiterated by Management during its regular staff communication sessions.
The Company’s zero tolerance policy against bribery and corruption extends to its business dealings with third-parties. Pursuant to such policy, the Company requires that certain agreements of the Group incorporate anti-bribery and anti-corruption provisions.
Whistle-Blowing Policy
A whistle-blowing policy and other procedures are put in place to provide the Group’s employees and parties who have dealings with the Group with well defined, accessible and trusted channels to report suspected fraud, corruption, dishonest practices or other improprieties in the workplace, and for the independent investigation of any reported incidents and appropriate follow up action. The objective of the whistle-blowing policy is to encourage the reporting of such matters - that employees or external parties making any reports in good faith will be able to do so with the confidence that they will be treated fairly, and to the extent possible, be protected from reprisal.
Corporate Governance Report
Composition of Board and Board Committees in 2014
Board Members Audit
Committee
Corporate Disclosure Committee
Executive Resource Compensation and
Committee
Finance Budget and
Committee Investment
Committee Nominating
Committee Risk Committee
Ng Kee Choe C M C M
Peter Seah Lim Huat M C C
Lim Ming Yan M M M
James Koh Cher Siang1 M C M
Arfat Pannir Selvam 2 M M M
Kenneth Stuart Courtis3 M M
John Powell Morschel M M
Simon Claude Israel M M M
Euleen Goh Yiu Kiang C M
Tan Sri Amirsham Bin A Aziz4 M C
Stephen Lee Ching Yen M M
Dr Philip Nalliah Pillai5 M M
Kee Teck Koon6 M
Denotes:
C – Chairman M – Member Notes:
1 Appointed as Member of Investment Committee and stepped down as Chairman of Risk Committee, on 25 April 2014.
2 Stepped down as Director, Member of Audit Committee, Corporate Disclosure Committee and Nominating Committee at the Annual General Meeting on 25 April 2014.
3 Stepped down as Director, Member of Finance and Budget Committee and Investment Committee at the Annual General Meeting on 25 April 2014.
4 Appointed as Chairman of Risk Committee on 25 April 2014.
5 Appointed as Director, Member of Audit Committee and Corporate Disclosure Committee at the Annual General Meeting on 25 April 2014.
6 Appointed as Director on 22 September 2014 and appointed as Member of Risk Committee on 1 November 2014.
Attendance Record of Meetings of The Board and Board Committees in 2014
Peter Seah Lim Huat 5
out of5 2
Kenneth Stuart Courtis3 1
out of1 1
out of1 – – 1
out of1 2
out of2 – – –
John Powell Morschel 5
out of5 1
Euleen Goh Yiu Kiang 5
out of5 2
out of2 4
out of 4 – – – – 4
out of 4 2
out of3 Tan Sri Amirsham Bin A Aziz4 5
out of5 2
out of2 4
out of4 – – – – 4
out of 4 –
Stephen Lee Ching Yen 5
out of 5 2
out of2 – 3
out of3 – – – 4
out of4 –
Dr Philip Nalliah Pillai5 4
out of4 1
1 Appointed as Member of Investment Committee and stepped down as Chairman of Risk Committee, on 25 April 2014.
2 Stepped down as Director, Member of Audit Committee, Corporate Disclosure Committee and Nominating Committee at the Annual General Meeting on 25 April 2014.
3 Stepped down as Director, Member of Finance and Budget Committee and Investment Committee at the Annual General Meeting on 25 April 2014.
4 Appointed as Chairman of Risk Committee on 25 April 2014.
5 Appointed as Director, Member of Audit Committee and Corporate Disclosure Committee at the Annual General Meeting on 25 April 2014.
6 Appointed as Director on 22 September 2014 and as Member of Risk Committee on 1 November 2014.
Corporate Governance Report
Directors’ Remuneration Table for the Financial Year Ended 31 December 2014
Directors of the Company
Salary inclusive of AWS and
employer’s CPF$
Bonus and other benefits inclusive of employer’s CPF$
Awards of shares
$
Directors’ fees
Total
$ Cash
Component
$
Shares component
$