notes to the financial statements - Far East Orchard Limited
notes to the financial statements - Far East Orchard Limited
notes to the financial statements - Far East Orchard Limited
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Corporate Governance Statement<br />
as at 27 March 2009<br />
In July 2005, <strong>the</strong> Singapore Council on Corporate Disclosure and Governance issued a revised Code of Corporate<br />
Governance (<strong>the</strong> “2005 Code”) that superseded and replaced <strong>the</strong> Code of Corporate Governance that was issued<br />
in March 2001.<br />
This report describes <strong>the</strong> Group’s corporate governance practices and structures that were in place during <strong>the</strong> <strong>financial</strong><br />
year ended 31 December 2008, with specific reference <strong>to</strong> <strong>the</strong> principles and guidelines of <strong>the</strong> 2005 Code, as well as<br />
<strong>the</strong> Listing Manual of <strong>the</strong> Singapore Exchange Securities Trading <strong>Limited</strong> and <strong>the</strong> Singapore Companies Act, where<br />
applicable.<br />
PRINCIPLE 1<br />
Every company should be headed by an effective Board <strong>to</strong> lead and control <strong>the</strong> company. The Board is collectively<br />
responsible for <strong>the</strong> success of <strong>the</strong> company. The Board works with Management <strong>to</strong> achieve this and <strong>the</strong> Management<br />
remains accountable <strong>to</strong> <strong>the</strong> Board.<br />
The Board has responsibility <strong>to</strong> provide entrepreneurial leadership, set strategic aims, and ensure that <strong>the</strong> necessary<br />
<strong>financial</strong> and human resources are in place for <strong>the</strong> Company <strong>to</strong> meet its objectives. The functions of <strong>the</strong> Board include<br />
reviewing and approving <strong>the</strong> annual budget of <strong>the</strong> Company, ensuring that <strong>the</strong>re is a sound system of internal controls <strong>to</strong><br />
safeguard shareholders’ investments and <strong>the</strong> Company’s assets, reviewing monthly management accounts, reviewing<br />
<strong>the</strong> business performance of <strong>the</strong> Company, approving <strong>the</strong> release of <strong>the</strong> quarterly, half-yearly and year-end accounts,<br />
and endorsing <strong>the</strong> framework of remuneration for <strong>the</strong> Board and key executives.<br />
The Board meets regularly and whenever particular circumstances require. The Company’s Articles of Association<br />
allow Board meetings <strong>to</strong> be conducted by way of telephonic and video conferencing. In 2008, <strong>the</strong> Board met on<br />
five occasions. The attendance of Board members at those meetings, as well as meetings of <strong>the</strong> Audit Committee,<br />
Nominating Committee and Remuneration Committee established by <strong>the</strong> Board are as follows:<br />
Audit<br />
Nominating Remuneration<br />
Name of Direc<strong>to</strong>r Board<br />
Committee Committee Committee<br />
A B A B A B A B<br />
Philip Ng Chee Tat 5 5 1 1 1 1<br />
Ng Siok Keow 5 5<br />
Albert Goh 5 5<br />
Tan Siok Hwee 5 3<br />
Tjong Yik Min 5 5<br />
Eddie Yong Chee Hiong1 3 3<br />
Heng Chiang Meng 5 4 5 5 1 1 2 2<br />
Hin Hoo Sing 5 4 5 4 1 1<br />
Cheng Hong Kok 5 5 5 5 2 2<br />
Lucas Chow Wing Keung2 3 3 2 1 1 1<br />
A: Number of meetings held during <strong>the</strong> <strong>financial</strong> year/period from 1 January 2008 (or date of appointment, where applicable) <strong>to</strong> 31 December 2008<br />
B: Number of meetings attended during <strong>the</strong> <strong>financial</strong> year/period from 1 January 2008 (or date of appointment, where applicable) <strong>to</strong> 31 December 2008<br />
1: Appointed as a direc<strong>to</strong>r on 10 July 2008<br />
2: Appointed as a direc<strong>to</strong>r on 1 June 2008<br />
ORCHARD PARADE HOLDINGS LIMITED ANNUAL REPORT 2008 09