Untitled - Swissco Holdings Limited

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.
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