UOBKH/AR09 [web] - ChartNexus

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22 Report Of The Directors The directors present their report together with the audited consolidated financial statements of the Group and the statement of financial position and statement of changes in equity of the Company for the financial year ended 31 December 2009. 1 DIRECTORS The directors of the Company in office at the date of this report are: Wee Ee-chao Tang Wee Loke Walter Tung Tau Chyr Neo Chin Sang Henry Tay Yun Chwan Chelva Retnam Rajah Roland Knecht Esmond Choo Liong Gee Francis Lee Chin Yong 2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose object is to enable the directors to acquire benefits by means of the acquisition of shares or debentures in the Company or any other body corporate. 3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES The directors of the Company holding office at the end of the financial year had no interests in the share capital and debentures of the Company and related corporations as recorded in the register of directors’ shareholdings kept by the Company under Section 164 of the Singapore Companies Act except as follows: Shareholdings registered Shareholdings in which directors in name of director are deemed to have an interest Name of directors and company At At At At in which interests are held beginning of year end of year beginning of year end of year The Company (Ordinary shares) Wee Ee-chao – – 122,937,976 143,289,976 Tang Wee Loke 29,893,381 29,893,381 2,100,000 2,100,000 Walter Tung Tau Chyr 2,542,422 2,542,422 – – By virtue of Section 7 of the Singapore Companies Act, Wee Ee-chao is deemed to have an interest in the Company and in all the subsidiaries of the Company. The directors’ interest in the ordinary shares of the Company as at 21 January 2010 were the same as at 31 December 2009. 4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS During the financial year, the Company and certain subsidiaries have engaged in transactions in the normal course of business with the directors, related corporations and companies in which certain directors have substantial financial interests. However, the directors have not received nor will they become entitled to receive any benefits arising out of these transactions other than those which they may be entitled to as customers, employees or shareholders of these companies. Since the beginning of the financial year, no director has received or become entitled to receive a benefit which is required to be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member, or with a Company in which he has a substantial financial interest except for salaries, bonuses, fees and other benefits as disclosed in the financial statements. Certain directors received remuneration from related corporations in their capacities as directors and/or executives of those related corporations.
5 SHARE OPTIONS (a) Options to take up unissued shares During the financial year, no options to take up unissued shares of the Company or any corporation in the Group were granted. (b) Options exercised During the financial year, there were no shares of the Company or any corporation in the Group issued by virtue of the exercise of an option to take up unissued shares. (c) Unissued shares under option At the end of the financial year, there were no unissued shares of the Company or any corporation in the Group under option. 6 AUDIT COMMITTEE The Audit Committee of the Company, consisting all non-executive directors, is chaired by Dr. Henry Tay Yun Chwan, an independent director, and includes Mr Chelva Retnam Rajah, an independent director and Mr Francis Lee Chin Yong. The Audit Committee has met four times since the last Annual General Meeting (“AGM”) and has reviewed the following, where relevant, with the executive directors and external and internal auditors of the Company: a) the audit plans and results of the internal and external auditors’ examination and evaluation of the Group’s systems of internal accounting controls; b) the Group’s financial and operating results and accounting policies; c) the financial statements of the Company and the consolidated financial statements of the Group before their submission to the directors of the Company and external auditors’ report on those financial statements; d) the quarterly, half-yearly and annual announcements as well as the related press releases on the results and financial position of the Company and the Group; e) the co-operation and assistance given by the management to the Group’s external auditors; and f) the re-appointment of the external auditors of the Group. The Audit Committee has full access to and has the co-operation of the management and has been given the resources required for it to discharge its function properly. It also has full discretion to invite any director and executive officer to attend its meetings. The external and internal auditors have unrestricted access to the Audit Committee. The Audit Committee has recommended to the directors the nomination of Deloitte & Touche LLP for re-appointment as external auditors of the Group at the forthcoming AGM of the Company. 7 AUDITORS The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment. ON BEHALF OF THE DIRECTORS Wee Ee-chao Esmond Choo Liong Gee Singapore 31 March 2010 23
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Page 4 and 5: 2 Corporate Information Board of Di
Page 6 and 7: 4 UOB-Kay Hian Holdings (continued)
Page 8 and 9: 6 Group Group Group Group For the Y
Page 10 and 11: 8 Chairman’s Statement Stock mark
Page 12 and 13: 10 Economic Review & Outlook 2010 (
Page 14 and 15: 12 Economic Review & Outlook 2010 (
Page 16 and 17: 14 Corporate Governance Report (con
Page 22 and 23: 20 Profile Of Directors & Key Manag
Page 26 and 27: 24 In the opinion of the directors,
Page 28 and 29: 26 ASSETS Statements Of Financial P
Page 30 and 31: 28 Group Statements Of Changes In E
Page 32 and 33: 30 Company Statements Of Changes In
Page 34 and 35: 32 Consolidated Statement Of Cash F
Page 36 and 37: 34 Notes To Financial Statements (c
Page 72 and 73: 70 Analysis Of Shareholdings as at
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72 Notes A member entitled to atten
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