Singapore Press Holdings annual report 2011 Singapore Press ...

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64 Singapore Press Holdings annual report 2011 Corporate governance REPORT Code of Business Ethics and Employee Conduct Policy The Group has an existing Code of Business Ethics and Employee Conduct Policy (“Ethics Code”), which is posted on the Company’s intranet website, to regulate the ethical conduct of its employees. The Group also has a Whistleblowing Policy & Procedure which is posted on the SPH Corporate website, to allow staff and external parties such as suppliers, customers, contractors and other stakeholders, to raise concerns or observations in confidence to the Company, about possible irregularities for investigation. Such concerns include dishonesty, fraudulent acts, corruption, legal breaches and other serious improper conduct; unsafe work practices and any other conduct that may cause financial or non-financial loss to the Group or damage to the Group’s reputation. The Whistleblowing Policy encourages staff and external parties to identify themselves whenever possible to facilitate investigations, but will also consider anonymous complaints, in certain circumstances. It makes available to staff and external parties the contact details of the Receiving Officer, who may also forward the concern to the respective Heads of Division, CEO, Audit Committee Chairman and/or Chairman. Internal Controls Principle 12: Sound system of internal controls The Internal Audit Division (“IAD”) has an annual audit plan, which complements that of the external auditors. IAD’s plan focuses on material internal control systems including financial, operational, IT and compliance controls, and risk management. IAD also provides advice on security and control in new systems development, recommends improvements to effectiveness and economy of operations, and contributes to risk management and corporate governance processes. Any material non-compliance or lapses in internal controls together with corrective measures are reported to the AC. Based on the audit reports and management controls in place, the AC is satisfied that the internal control systems provide reasonable assurance that assets are safeguarded, that proper accounting records are maintained and financial statements are reliable. In the course of their statutory audit, the Company’s external auditors will highlight any material internal control weaknesses which have come to their attention in carrying out their normal audit, which is designed primarily to enable them to express their opinion on the financial statements. Such material internal control weaknesses noted during their audit, and recommendations, if any, by the external auditors are reported to the AC. The Group has in place a Code of Dealings in SPH’s securities, which prohibits dealings in SPH securities by all Directors of the Company and its subsidiaries, and certain employees, within certain trading periods. The “black-out” periods are two weeks prior to the announcement of the Company’s financial statements for each of the first three quarters of its financial year and one month prior to the announcement of the Company’s full year financial statements. Directors and employees are also reminded to observe insider trading laws at all times, and not to deal in SPH securities when in possession of any unpublished price-sensitive information regarding the Group, or on short-term considerations. Internal Audit Principle 13: Establishment of an internal audit function that is independent of the functions it audits IAD is staffed with eight audit executives, including the Head of Internal Audit. Most of the IAD staff have professional qualifications, and are members of the Institute of Internal Auditors, Inc. (“IIA”). Some are qualified IT auditors and/or Certified Fraud Examiners. All IAD staff have to adhere to a set of code of ethics adopted from The Institute of Internal Auditors, Inc. The Head of Internal Audit reports directly to the chairman of the AC on audit matters, and to the CEO on administrative matters. IAD has adopted the Standards for Professional Practice of Internal Auditing set by IIA and ensures staff competency through the recruitment of suitably qualified and experienced staff, provision of formal and on-the-job training, and appropriate resource allocation in engagement planning. The AC reviews IAD’s reports on a quarterly basis. The AC also reviews and approves the annual IA plans and manpower to ensure that IAD has the necessary resources to adequately perform its functions. Communication with shareholders Principle 14: Regular, effective and fair communication with shareholders The Company holds analysts’ briefings of its half-year and full-year results and a media briefing of its full year results. The quarterly financial results are published through the SGXNET, news releases and the Company’s corporate website.
65 A webcast of the half-year and full-year results briefing is also available on the website. The date of release of the results is announced through SGXNET about two weeks in advance. The Company does not practise selective disclosure. Price-sensitive information is first publicly released through SGXNET, either before the Company meets with any investors or analysts or simultaneously with such meetings. All shareholders of the Company receive the summary financial report, and, on request, the full annual report, and notice of AGM, which is held within four months after the close of the financial year. The notice is also advertised in the newspapers. The summary financial report and the annual report are also available on the Company’s corporate website, www.sph.com.sg. Principle 15: Greater shareholder participation at AGMs The Articles allow a shareholder to appoint one or two proxies to attend and vote instead of the shareholder. The Articles currently do not allow a shareholder to vote in absentia. Resolutions are, as far as possible, structured separately and may be voted on independently. All polls are conducted in the presence of independent scrutineers. The Company is in full support of shareholder participation at AGMs. For those who hold their shares through CPF nominees and who are not registered as shareholders of the Company, the Company welcomes them to attend the AGM as observers. All Directors, including the chairmen of the EC, AC, NC and RC, and senior management, are in attendance at the AGMs and Extraordinary General Meetings to allow shareholders the opportunity to air their views and ask Directors or management questions regarding the Company. The external auditors are also invited to attend the AGMs to assist the Directors in answering any queries relating to the conduct of the audit and the preparation and content of the auditors’ report. Directors’ Attendance at Board and Board Committee Meetings for FY 2011 Name of Director 1 Committee Board Executive Audit Committee Remuneration Committee Nominating Committee Tony Tan Keng Yam 2 (Chairman) 4 out of 4 8 out of 8 - 3 out of 3 1 out of 1 Cham Tao Soon (Deputy Chairman) 5 out of 5 10 out of 10 - 3 out of 3 8 2 out of 2 Chan Heng Loon Alan (CEO) 5 out of 5 10 out of 10 - - - Willie Cheng Jue Hiang 5 out of 5 1 out of 1 4 4 out of 4 4 out of 4 - Chong Siak Ching 4 out of 4 3 1 out of 1 5 2 out of 3 6 - - Ng Ser Miang 4 out of 5 - - - 1 out of 2 Ngiam Tong Dow 5 out of 5 - 1 out of 1 7 4 out of 4 - Sum Soon Lim 5 out of 5 9 out of 10 - - - Lucien Wong Yuen Kuai 5 out of 5 - 4 out of 4 2 out of 2 9 - Yeo Ning Hong 5 out of 5 9 out of 10 4 out of 4 - - Yong Pung How 5 out of 5 - - - 2 out of 2 Notes : 1 Dr Lee Boon Yang was not a Director as at 31 August 2011. 2 Dr Tony Tan resigned as a Director & Chairman, ExCo Chairman, Remuneration Committee member and Nominating Committee member, all wef 1 July 2011. 3 Ms Chong Siak Ching was appointed as a Director on 22 October 2010. 4 Mr Willie Cheng is not a member but was invited to attend this meeting. 5 Ms Chong Siak Ching is not a member but was invited to attend this meeting. 6 Ms Chong Siak Ching was appointed a member wef 1 December 2010. 7 Mr Ngiam Tong Dow resigned as a member wef 1 December 2010. 8 Prof Cham Tao Soon resigned as a member on 1 December 2010 and was re-appointed a member on 1 July 2011. 9 Mr Lucien Wong was appointed a member on 1 December 2010.
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BUILDING ON OUR STRENGTHS Singapore
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OUR MISSION To Inform, Educate & En
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STRENGTH in depth Our decades of ex
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STRENGTH in mobility Transcending l
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Group financial HIGHLIGHTS for the
Page 15 and 16: Businesses and products UNDER THE S
Page 17 and 18: 15 I am pleased to report that the
Page 19 and 20: 17 SPH is proud to have been honour
Page 21 and 22: 19 Dr Tan is a Singapore Government
Page 23 and 24: 21 Ms Chong, a licensed valuer, gra
Page 25 and 26: Corporate INFORMATION 23 Executive
Page 27 and 28: 25 Tony Mallek Han Fook Kwang Goh S
Page 29 and 30: 27 Han Fook Kwang Editor, The Strai
Page 31 and 32: 29 Sng Ngoi May Executive Director,
Page 33 and 34: 31 Despite an uncertain economic cl
Page 36 and 37: 34 Singapore Press Holdings annual
Page 38: 36 Singapore Press Holdings annual
Page 41 and 42: 39 Paragon Food & Beverage Fair 201
Page 43 and 44: 41 DECEMBER 2010 Paragon’s Interi
Page 45 and 46: 43 15 MAY 2011 Shape Singapore laun
Page 47 and 48: 45 SPH & SPH Foundation Charity Giv
Page 49 and 50: 47 President’s Challenge - “Tho
Page 51 and 52: Corporate social responsibility - S
Page 53 and 54: Environmental SUSTAINABILITY 51 SPH
Page 55 and 56: 53 SPH Family Day Yoga class for st
Page 57 and 58: 55 Singapore HR Awards 2011 Preside
Page 59 and 60: 57 Asian Publishing Awards 2011 17.
Page 61 and 62: 59 Board attendance The Board meets
Page 63 and 64: 61 Access to information Principle
Page 65: 63 Remuneration of Executives The B
Page 69 and 70: 67 Mr Willie Cheng Jue Hiang Curren
Page 71 and 72: Risk MANAGEMENT 69 SPH has put in p
Page 73 and 74: Daily average NEWSPAPERS CIRCULATIO
Page 75 and 76: 73 After-Tax Profit (S$’m) Return
Page 77 and 78: Value added STATEMENT for the finan
Page 79 and 80: 77 Investor Relations Calendar 1st
Page 81: 79 Recurring Earnings @ and Dividen
Page 86 and 87: Directors’ Report for the financi
Page 92 and 93: Consolidated Income Statement for t
Page 94 and 95: Consolidated Statement of Changes i
Page 100 and 101: Notes to the Financial StatementS A
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Notes to the Financial StatementS A
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Operating Companies OF the Group as
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Overseas BUREAUS as at August 15, 2
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Overseas BUREAUS as at August 15, 2
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182 Singapore Press Holdings annual
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Singapore Press Holdings Limited 10
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