notes to the financial statements - Far East Orchard Limited

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Corporate Governance Statement as at 27 March 2009 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. The Board has separate and independent access to the Company’s senior management, who keeps the Board apprised of the Company’s operations and performance by providing monthly management reports. The Company’s directors also have separate and independent access to the Company Secretaries. The role of the Company Secretaries, one of whom is always in attendance at Board meetings, is set out in the Company’s Corporate Governance Policies Manual and includes preparing the agenda and papers for meetings of the Board and its various committees, writing and circulating minutes of meetings, sending Board members information relating to the Company as needed and ensuring that board procedures are followed and that applicable rules and regulations are complied with. Directors, either individually or collectively, may, if necessary and with the approval of the Board, take independent professional advice at the Company’s expense. PRINCIPLE 7 There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration. The Company’s Remuneration Committee was established on 25 March 2002 and comprises three directors, all of whom are non-executive. With effect from 1 July 2008, Mr. Lucas Chow Wing Keung, a non-executive independent director, chairs this Committee. The other members are Mr. Heng Chiang Meng and Mr. Cheng Hong Kok, who are also non-executive independent directors. Some of the members of the Committee are experienced in compensation matters, but in any case, the Committee has access to both internal and external human resource advisors. The Remuneration Committee had, in consultation with the Chairman of the Board, recommended a framework of remuneration for the Board members and for key executives of the Company. In making their recommendation, the Committee took into consideration the guidelines proposed by the Singapore Institute of Directors. The entire Board has endorsed the framework, which has been incorporated into the Company’s Corporate Governance Policies Manual. 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 than is necessary for this purpose. A significant proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance. All of the directors, whether executive or non-executive, receive the same amount of directors’ fees. Members of the various committees receive additional fees for serving on their respective committees. The Chairman of each of these committees is normally being paid more than the members for the additional fees. The aggregate of all these fees is approved for payment by the Company’s shareholders at the annual general meeting of the Company. 12 ANNUAL REPORT 2008 ORCHARD PARADE HOLDINGS LIMITED
Corporate Governance Statement as at 27 March 2009 Currently, all five Executive Directors receive only a nominal salary from the Company. The Executive Directors have separate employment contracts with a substantial shareholder or its related company. The Remuneration Committee is of the view that the non-executive directors are not over-compensated to the extent that their independence may be compromised. The Company does not have any long-term incentive schemes or employee share option scheme. 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 report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key executives, and performance. The annual remuneration report below sets out the names of the Directors and top five executives for the last financial year earning annual remuneration, which falls within bands of $250,000. Within each band, there is a breakdown (in percentage terms) of each Director’s remuneration earned through fees, fixed salary, variable or performance-related income or bonuses, and benefits in kind. There are no employees in the Company who are the immediate family members of any of the directors and whose remuneration exceeds S$150,000 during the last financial year. The breakdown (in percentage terms) of each director’s remuneration earned through fees, fixed salary, variable bonuses and benefits in kind are as follows: Director Directors’ Fees1 Base Salary Performancebased Bonus Benefits in kind Below $250,000 % % % % Philip Ng Chee Tat 100 - - - Ng Siok Keow 93.60 - - 6.40 Albert Goh 100 - - - Tan Siok Hwee 100 - - - Tjong Yik Min 100 - - - Eddie Yong Chee Hiong 2 - 99.64 - 0.36 Heng Chiang Meng 100 - - - Cheng Hong Kok 100 - - - Hin Hoo Sing 100 - - - Lucas Chow Wing Keung 3 - - - - Notes: 1. The Directors’ fees shown are on a paid basis and not on accrued basis. Hence, the fees relate to services rendered in respect of the previous year 2007. 2. Appointed Director on 10 July 2008. 3. Appointed Director on 1 June 2008. ORCHARD PARADE HOLDINGS LIMITED ANNUAL REPORT 2008 13
Page 1 and 2: Orchard Parade Holdings Limited Ann
Page 3 and 4: Corporate Information BOARD OF DIRE
Page 5 and 6: The Group sold 12 units of The Flor
Page 7 and 8: Profile of the Board of Directors &
Page 9 and 10: Organisation Chart as at 27 March 2
Page 11 and 12: Corporate Governance Statement as a
Page 13: Corporate Governance Statement as a
Page 21 and 22: DIRECTORS’ REPORT For the financi
Page 23 and 24: DIRECTORS’ REPORT For the financi
Page 25 and 26: INDEPENDENT AUDITOR’S REPORT TO T
Page 27 and 28: CONSOLIDATED INCOME STATEMENT For t
Page 29 and 30: CONSOLIDATED STATEMENT OF CHANGES I
Page 31 and 32: NOTES TO THE FINANCIAL STATEMENTS F
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NOTES TO THE FINANCIAL STATEMENTS F
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STATISTICS OF SHAREHOLDINGS as at 2
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NOTICE OF ANNUAL GENERAL MEETING NO
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NOTICE OF ANNUAL GENERAL MEETING No
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ORCHARD PARADE HOLDINGS LIMITED (Re
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Orchard Parade Holdings Limited (Re
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notes to the financial statements - Far East Orchard Limited

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