Full Report - Fraser and Neave Limited

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REPORT ON CORPORATE GOVERNANCE for the year ended 30 September 2006 Code 2005 Guideline 4.5: Description of Search & Nomination Process for New Directors Code 2005 Guideline 4.6: Key Information regarding Directors Code 2005 Principle 5: Board Performance Code 2005 Guideline 5.1: Process for Assessing Effectiveness of the Board & each Director Code 2005 Principle 6: Access to Information The Nominating Committee, having considered the guidelines set out in the Code, has confirmed the status of the following non-executive Directors: Mr Timothy Chia Independent Mr Ho Tian Yee Independent Mr Koh Beng Seng Independent Mr Stephen Lee Independent Mr Lee Ek Tieng Independent Dr Lee Tih Shih Non-independent Mr Nicky Tan Ng Kuang Independent Notwithstanding that some of the Directors have multiple board representations, the Nominating Committee is satisfied that each Director is able to and has been adequately carrying out his duties as a director of the Company. The search and nomination process for new directors, if any, will be through search companies, contacts and recommendations that go through the normal selection process, to cast its net as wide as possible for the right candidates. Key information regarding Directors is set out on pages 68 and 69. The Nominating Committee uses objective performance criteria to assess the effectiveness of the Board as a whole and the contribution of each Director. Such criteria includes Directors’ attendance and contributions during Board meetings, as well as consideration of the factors set out in the Guidelines to Principle 5 of the Code 2005. Adequate and timely information prior to Board meetings, and on an on-going basis, are provided to Board members, who have access to the Company’s senior management, including the Group Company Secretary. Under the direction of the Chairman, the Group Company Secretary, who attends all Board meetings, ensures good information flows within the Board and its committees, and between senior management and non-executive Directors, as well as facilitating orientation, and assisting with professional development as required. Directors may, in the furtherance of their duties, take independent professional advice at the Company’s expense. 62 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
REPORT ON CORPORATE GOVERNANCE for the year ended 30 September 2006 Code 2005 Principle 7: Remuneration Matters Code 2005 Principle 8: Level and Mix of Remuneration The Remuneration Committee was renamed The Remuneration & Staff Establishment Committee on 7 April 2006 and its terms of reference expanded to include succession planning. The composition of the Committee comprises entirely non-executive Directors, all of whom, including the Chairman, are independent: Mr Stephen Lee (Chairman) Mr Ho Tian Yee (Member) Mr Lee Ek Tieng (Member) The Remuneration & Staff Establishment Committee recommends for the endorsement of the Board, a framework of remuneration and the specific remuneration packages for each Executive Director, and reviews the remuneration of, and succession planning for, senior management. It also administers the F&N Executives Share Option Scheme (the “F&N ESOS”). In setting remuneration packages, the Remuneration & Staff Establishment Committee considers the level of remuneration to attract, retain and motivate Executive Directors, and to align their interests with those of shareholders, linking rewards to corporate and individual performance. The remuneration of non-executive Directors is set at a competitive level, appropriate to their level of contribution, taking into account attendance and time spent, and their respective responsibilities. Service contracts, if any, for Executive Directors, is for a fixed appointment period, is not excessively long, and all contracts do not contain onerous removal clauses. The Remuneration & Staff Establishment Committee aims to be fair, linking rewards with performance. Long term incentive schemes are encouraged. Executive Directors are eligible for the grant of options under the F&N ESOS and are encouraged to hold their shares beyond the vesting period, subject to the need to finance any costs of acquisition and associated tax liability. F&N’s remuneration policy is based on an annual appraisal system using the criteria of core values, competencies, key result areas, performance rating, potential, and training needs. Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 63
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Driving Value Fraser and Neave, Lim
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Driving Value Since its formation 1
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The strategy for growth based on th
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GROUP FINANCIAL HIGHLIGHTS Year end
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Driving Leadership Value Driving le
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I am very pleased to report that ou
Page 13 and 14: INTERVIEW WITH GROUP CHIEF EXECUTIV
Page 15 and 16: One of the challenges for F&N has b
Page 17 and 18: MR STEPHEN LEE Mr Lee was appointed
Page 19 and 20: Fraser and Neave, Limited Annual Re
Page 21 and 22: A household name to consumers in Si
Page 23 and 24: F&N’S THREE CORE BUSINESSES: FOOD
Page 25 and 26: Delivering Prime Value Delivering g
Page 27 and 28: Frasers Centrepoint Limited is a le
Page 29 and 30: Fraser and Neave, Limited Annual Re
Page 31 and 32: Times Printers is one of the larges
Page 33 and 34: Overview Listed on the Singapore Ex
Page 35 and 36: OPERATING AND FINANCIAL REVIEW Food
Page 37 and 38: Dairies: Revenue and PBIT ($ millio
Page 39 and 40: The Group’s glass plant operation
Page 41 and 42: FRASERS CENTREPOINT TRUST - BUILDIN
Page 43 and 44: Residential Properties: Fraser Suit
Page 45 and 46: Office and Industrial Occupancy at
Page 47 and 48: OPERATING AND FINANCIAL REVIEW Publ
Page 49 and 50: OPERATING AND FINANCIAL REVIEW Trea
Page 51 and 52: As many of the risks factors identi
Page 53 and 54: AWARDS AND ACCOLADES The Group rece
Page 55 and 56: Developing People Value Developing
Page 57 and 58: The Group is committed to be a resp
Page 59 and 60: INDEX TO CORPORATE GORVERNANCE AND
Page 61 and 62: REPORT ON CORPORATE GOVERNANCE for
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Page 75 and 76: DIRECTORS’ REPORT 3. DIRECTORS’
Page 77 and 78: DIRECTORS’ REPORT 5. SHARE OPTION
Page 83 and 84: DIRECTORS’ REPORT 7. AUDITORS The
Page 85 and 86: AUDITORS’ REPORT To the Members o
Page 87 and 88: BALANCE SHEET as at 30 September 20
Page 89 and 90: STATEMENT OF CHANGES IN EQUITY THE
Page 91 and 92: CASH FLOW STATEMENT for the year en
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NOTES TO THE FINANCIAL STATEMENTS f
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PARTICULARS OF GROUP PROPERTIES The
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PARTICULARS OF GROUP PROPERTIES (A)
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PARTICULARS OF GROUP PROPERTIES (B)
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PARTICULARS OF GROUP PROPERTIES (C)
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PARTICULARS OF GROUP PROPERTIES (D)
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FRASER AND NEAVE, LIMITED (Company
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8. “That approval be and is hereb
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FRASER AND NEAVE, LIMITED (Company
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FINANCIAL CALENDAR 25 January 2007
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Full Report - Fraser and Neave Limited

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