Untitled - Swissco Holdings Limited

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Corporate Governance Report 17 Directors’ Report 20 Statement by Directors 25 Auditors’ Report 26 Consolidated Income Statement 27 Balance Sheets 28 Consolidated Statement of Changes in Equity 29 Consolidated Cash Flow Statement 30 Notes to Financial Statements 31 Statistics of Shareholdings 71 Notice of Second Annual General Meeting 73 Proxy Form 12
Corporate Governance Report Swissco International Limited (the “Company”) is committed to uphold a high standard of corporate governance with the Company and its subsidiaries (The “Group”). The Group strives to protect and enhance value for the shareholders, customers and employees by observing and practising good corporate governance. The Group’s Corporate Governance Report for FY05 as follows: Board of Directors The Board of Directors (the “Board”) comprises 5 directors, 2 of whom are executive and 3 are independent directors. The Board’s principal functions include supervising the overall management of the business and affairs of the group and approving the Groups’s corporate and strategic policies and direction. Matters which require the approval of the Board include inter alia, all material acquisitions and disposals of assets and major undertakings, investment decisions, corporate policies, corporate restructuring and all equity related matters. The Board held three official meetings in FY05 and all directors attended the meetings. Besides the scheduled meetings, the board do meet informally for discussions concerning Company matters. The Group’s Executive Chairman Mr Yeo Chong Lin and Chief Executive Officer (the “CEO”) Alex Yeo Kian Teong are responsible for the day-to-day operations and administration of the Company. Major issues are brought to the Board for decision with management’s recommendation. As the Board comprises 3 independent directors who are experienced and knowledgeable in their respective fields, they are well able to exercise objective and independent judgement, which is beneficial to the growth and advancement of the Company. It is the considered opinion of the Company that the Board is effective in leading and guiding the Company. In addition, for the purpose of better discharge of their duties, the Directors and Management have access to independent and professional advice. To assist in the execution of its responsibilities, the Board has established a number of Board Committees including an Audit Committee, a Remuneration Committee and a Nominating Committee. Each director attended the following meetings during the financial year ended 31 December 2005, while a member of the Board: Type of Meeting Held in FY2005 Annual General Meeting 1 Board Meeting 3 Audit Committee 4 Remuneration Committee 3 Nominating Committee 1 Attendance Yeo Chong Lin Alex Yeo Kian Teong Phillip Chan Yee Foo Dr Chiang Hai Ding Rohan Kamis 1 1 1 1 1 3 3 3 3 3 NA 4* 4 3 4 NA 3 3 NA 3 NA 1 1 1 NA * attendance by invitation Audit Committee The Audit Committee (the “AC”) comprises 3 independent directors namely Mr Rohan Kamis as Chairman, Phillip Chan and Dr Chiang. AC Chairman, Mr Rohan Kamis is a certified public accountant and managing partner of Rohan.Mah & Partners, a public accounting firm. The role of the AC is to assist the Board of Directors in the execution of its corporate governance responsibilities within an established term of reference. In discharging its duties, the AC covered the following functions: 1. reviews with external auditors the scope and results of the audit, system of internal control, their management letter and management’s response; 2. reviews the financial statements before submission to the Board for approval; 3. reviews the findings of the Internal Auditors to ensure all possible precautions are taken to ensure no irregularities; 4. reviews the interested person transactions in accordance with the Listing Rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”); 5. reviews all non-audit services provided by external auditors so as to ensure that any provision of such services would not affect the independence and objectivity of external auditors; 6. considers and recommends the appointment or re-appointment of the external auditors; 7. reports actions and minutes of the AC meetings to the Board of Directors with recommendations as AC considers appropriate; The AC has full access to and the co-operation of Management and full discretion to invite any Director or Executive Officer to attend its meetings and reasonable resources to enable it to discharge properly its function. The Nominating Committee is of the view that the members of the AC are of necessary expertise and experience to discharge its functions. 17
Page 2 and 3: CORPORATE MILESTONES 1970 Sea Well
Page 4 and 5: CHAIRMAN’S STATEMENT Dear Fellow
Page 6 and 7: CORPORATE PROFILE Our Customers •
Page 8 and 9: OUR HISTORY It started back in 1970
Page 10 and 11: BOARD OF DIRECTORS Mr Phillip Chan
Page 12 and 13: KEY MANAGEMENT Mr E K Lim Mr Koh Ba
Page 14 and 15: CORPORATE STRUCTURE Swissco Interna
Page 16 and 17: OUR VESSELS Swissco Star Swissco 48
Page 20 and 21: Corporate Governance Report Remuner
Page 22 and 23: DIRECTORS’ REPORT The directors p
Page 24 and 25: DIRECTORS’ REPORT Share Options (
Page 26 and 27: DIRECTORS’ REPORT Audit Committee
Page 28 and 29: AUDITORS’ REPORT To The Members o
Page 30 and 31: BALANCE SHEETS As at 31 December 20
Page 32 and 33: CONSOLIDATED CASH FLOW STATEMENT Fo
Page 34 and 35: 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 SECOND ANNUAL GENERAL MEE
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NOTES 1. A member entitled to atten
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Untitled - Swissco Holdings Limited

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