Our management reporting structure is set out below:
Our Executive Officers as at the date of this Offer Document comprise our Executive Directors, Dr Ang Peng Tiam and Dr Khoo Kei Siong, and our CFO, Mr Lee Boon Yong.
Our Audit Committee comprises Mr Sitoh Yih Pin, Mr Dan Yock Hian and Mr Lim Jen Howe. The Chairman of the Audit Committee is Mr Sitoh Yih Pin.
Our Audit Committee will assist our Board in discharging its responsibility to safeguard our assets, maintain adequate accounting records, and develop and maintain effective systems of internal control, with the overall objective of ensuring that our management creates and maintains an effective control environment in our Group.
Our Audit Committee will provide a channel of communication between our Board, our management and our external auditors on matters relating to audit.
Our Audit Committee will meet, at a minimum, on a quarterly basis every year. Our Audit Committee will meet periodically to perform the following functions:
- commission external auditors or a suitable accounting firm to conduct a full review of the Group’s internal controls which includes reviewing the audit plans of the external auditors, the results of the external and internal auditors’ examination and their evaluation of internal accounting controls systems, their letter to management and the management’s response;
- ensure that all internal control weaknesses are satisfactorily and properly rectified and update the SGX-ST on any findings of the external auditors or accounting firm and any action taken by the Audit Committee to rectify such weaknesses pursuant thereto;
- review the half yearly and annual, and quarterly if applicable, financial statements and results announcements before submission to our Board for approval, focusing in particular on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, compliance with accounting standards and compliance with the Listing Manual and any other relevant statutory or regulatory requirements;
- review the risk profile of the Company, its internal control and risk management procedures and the appropriate steps to be taken to mitigate and manage risks at acceptable levels determined by the Board of Directors;
- ensure co-ordination between the external auditors and internal auditors and our management, and review the assistance given by our management to the auditors, and discuss problems and concerns, if any, arising from audits, and any matters which the auditors may wish to discuss (in the absence of our management, where necessary);
- review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Group’s operating results or financial position, and our management’s response;
- consider the appointment, remuneration, terms of engagement or re-appointment of the external and internal auditors and matters relating to the resignation or dismissal of the auditors;
- review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual;
- evaluate the independence of the external auditors;
- review the adequacy of the internal audit function and ensuring that a clear reporting structure is in place between the audit committee and the internal auditors;
- review the procedures by which employees of our Group may, in confidence, report to the Chairman of the Audit Committee, possible improprieties in matters of financial reporting or other matters and ensure that there are arrangements in place for independent investigations and follow-up actions in relation thereto;
- undertake such other reviews and projects as may be requested by the Board of Directors, and will report to Board of Directors its findings from time to time on matters arising and requiring the attention of the Audit Committee;
- review potential conflicts of interest, if any;
- generally undertake such other functions and duties as may be required by statute or the Listing Manual, or by such amendments as may be made thereto from time to time; and
- assess the performance of the chief financial officer, for the relevant period, on an annual basis to determine his suitability for the position.
Apart from the duties listed above, our Audit Committee shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on our operating results and/or financial position. In the event that a member of our Audit Committee is interested in any matter being considered by our Audit Committee, he will abstain from reviewing that particular transaction or voting on that particular resolution.
Our Nominating Committee comprises Mr Chandra Das s/o Rajagopal Sitaram, Mr Dan Yock Hian and Dr Ang Peng Tiam. The Chairman of the Nominating Committee is Mr Chandra Das s/o Rajagopal Sitaram.
Our Nominating Committee will be responsible for:
- reviewing and recommending the nomination or re-nomination of our Directors and key executives, having regard to their contribution and performance;
- determining on an annual basis whether or not a Director or key executive is independent;
- assessing the performance of the Board and key executives and contribution of each Director to the effectiveness of the Board;
- assessing, in respect of a Director who has multiple board representations on various companies, deciding whether or not such Director is able to and has been adequately carrying out his/her duties as Director, having regard to the competing time commitments that are faced when serving on multiple boards; and
- reviewing and approving any new employment of related persons and the proposed terms of their employment.
Our Remuneration Committee comprises Mr Chandra Das s/o Rajagopal Sitaram, Mr Sitoh Yih Pin and Mr Lim Teong Jin George. The Chairman of the Remuneration Committee is Mr Chandra Das s/o Rajagopal Sitaram.
Our Remuneration Committee will recommend to our Board a framework of remuneration for the Directors and Executive Officers, and determine specific remuneration packages for each Executive Director. The recommendations of our Remuneration Committee shall be submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses, options and benefits in kind shall be covered by our Remuneration Committee. In addition, our Remuneration Committee will perform an annual review of the remuneration of employees related to our Directors and Substantial Shareholders to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. They will also review and approve any bonuses, pay increases and/or promotions for these employees. Our Remuneration Committee is also responsible for ensuring that the disclosure of the remuneration of these employees in our annual report will be in accordance with the applicable requirements of the Listing Manual, including the Code of Corporate Governance 2012. Each member of the Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration package or that of employees related to him.