Untitled - Swissco Holdings Limited

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Corporate Governance Report Remuneration Committee The Remuneration Committee (the “RC”) comprises Phillip Chan as Chairman, independent director Rohan Kamis and CEO Alex Yeo. RC Chairman, Phillip Chan, was a former group administrator of Neptune Orient Lines, a public listed company engaging in global transportation. He was responsible for the group’s human resources management including executive compensation practices and policies. All other members of the RC are familiar with the sphere of executive compensation. The RC has been authorised by the Board to carry out the following key duties and responsibilities: • review and establish executive remuneration policy; • approve the remuneration packages and service terms of key executives; • administer the Employee Share Option Scheme; • recommend directors fees to the Board. During the year, the RC met three times with full attendance of its members to focus on the following: 1) formalisation of a remuneration and compensation policy for executives; and the introduction of staff grades, salary structure and staff benefits; 2) application and implementation of the guidelines on the payment of director’s fees; 3) administration of the Employee Share Option Scheme including a review of the terms of the Scheme; In preparation of the adoption of the revised Code of Corporate Governance 2005 (the revised Code”), which will take effect from 1 January 2007 and which require that the members of RC to be entirely non-executive directors, CEO Alex Yeo stepped down as a member of RC on 4 November 2005. Disclosure on Remuneration The two Executive Directors of the Company have Service Agreements to govern their appointments. The salient points of the terms are disclosed in the IPO Prospectus dated 3 November 2004. Save for Directors’ fees, which have to be approved by the Shareholders at every Annual General Meeting (the “AGM”), the independent Directors do not receive any remuneration from the Company. The remuneration of the Executive Directors include, among others, a fixed salary and a performance driven variable bonus which is designed to align their performance with the interests of the Shareholders. In FY04, the shareholders had approved an employee share option scheme, known as <strong>Swissco</strong> Share Option Scheme (the “Scheme”). The Company has implemented the Scheme and granted 300,000 share options to each of the executive directors at an exercise price of S$0.244. Based on the existing terms and conditions of employment, there are no onerous compensation commitments on the part of the Company in the event of termination of the services of the Executive Directors. Name of Directors Directors’ Fees Band A Band B Band C below S$50,000 Yeo Chong Lin NA ̌ Alex Yeo Kian Teong NA ̌ Phillip Chan Yee Foo Yes Dr Chiang Hai Ding Yes Rohan Kamis Yes Key Executives E K Lim Fazil Bin Salleh Koh Bai Yau Raju Gnasegaran Yeo Chong Boon Yew Yin Fun ̌ ̌ ̌ ̌ ̌ ̌ Band A refers to remuneration S$249,000 and below Band B refers to remuneration S$250,000 to S$499,000 Band C refers to remuneration S$500,000 and above Mr Yeo Chong Boon is the brother of the Executive Chairman Mr Yeo Chong Lin and uncle of the Chief Executive Officer Mr Alex Yeo Kian Teong. His remuneration does not exceed S$150,000 for FY05. 18
Corporate Governance Report Internal Audit The Group outsourced its internal audit function to a professional service firm, C.C. Yang & Associates on 10 May 2005. The internal auditor plans its internal audit schedules in consultation with the Management and its plan is submitted to the AC for approval. The AC reviews and approves the annual internal audit plans and resources to ensure that C.C. Yang & Associates has the necessary resources to adequately perform its functions. The AC has also reviewed and they believed that the internal auditor is independent and have the appropriate standing to perform its function effectively. Nominating Committee The Nominating Committee (the “NC”) comprises independent director Dr Chiang as Chairman, independent director Phillip Chan and CEO Alex Yeo. NC Chairman, Dr Chiang is the current Executive Director of SAGE Counselling Centre (Singapore Action Group of Elders), a voluntary welfare organization. He has been a University lecturer, an elected Member of Parliament, a banker, an Ambassador of Singapore to various countries, and Economic Adviser Chairman, of Neptune Orient Lines. The NC has written terms of reference and is responsible for, among others, the appointment, nomination and re-nomination of directors having regard to their qualifications, performance, contributions and time availability, as well as ensuring that the Board collectively possesses the core competencies required by the Code. For FY05, the Committee had met and concluded that all current Directors are able to discharge their duties in the manner that is expected of them, and that the Independent Directors are independent. The NC discussed the subject of multiple Board directorships and was of the view that its Directors should not hold more than five concurrent directorships of publicly-listed companies. The NC also discussed the subject of Board renewal which it held was important to enable the Company to remain dynamic. The Company’s Articles of Association provide that one-third of the Board is to retire by rotation at the Company’s Annual General Meeting annually. The NC has recommended the re-election of Mr Phillip Chan, who is retiring at this forthcoming Annual General Meeting. The Board has accepted the recommendation and the retiring director would be offering himself for re-election. Greater Shareholders’ Participation The Board is mindful of the Company’s obligation to provide timely and fair disclosure of any material information in accordance with the Corporate Disclosure of the SGX-ST and will act promptly as and when required. All shareholders will be given the Annual Report (full version) and the notice of Annual General Meeting (the “notice of AGM”). In addition, the notice of AGM will be advertised in the newspapers and announced through SGXNET. The Company has a website which will also provide Shareholders with current information on the Group’s business and activities. The Board welcomes the views of Shareholders on matters pertaining to the Company, whether at shareholders’ meeting or on an ad hoc basis. At AGMs, shareholders will be given the opportunity to ventilate their views and to ask the Directors and Management any questions regarding the Group, its business and operations. Dealings in Securities The Company adopts the SGX-ST Best Practices Guide applicable in relation to dealings in the Company’s securities by its Directors and Officers (the “D&O”). All Company’s D & O have been informed not to deal in the Company’s shares at all times whilst in possession of unpublished material price sensitive information and also during the period commencing one month or two weeks (as the case may be) before the announcement of the Company’s financial report and ending on the date of the announcement of such financial results. It also discourages dealings on short term considerations. Directors and employees are required to report security dealings to the Company Secretary who will assist to make the necessary announcements. The Company Secretary has been tasked to send frequent reminders on this practice and has attended all Board and Committee meetings in FY05 and also assisted the Board to ensure meeting procedures and prevailing laws, rules and regulations are complied with. Interested Person Transations for FY05 Name of Interested Person <strong>Swissco</strong> Structural Mechanical Pte Ltd Aggregate value of all interested person transactions during the financial year under review (excluding transactions less than S$100,000) Rental expense of S$432,000 paid for the use of the premises at No 9 Pandan Road Singapore 609257 The Company has no shareholder mandate pursuant to Rule 720 of the Listing Manual. 19
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 18 and 19: Corporate Governance Report 17 Dire
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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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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