HYFLUX LTD AND SUBSIDIARIES

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SUPPLEMENTARY INFORMATION - SGX-ST LISTING MANUAL REQUIREMENTS (CONTINUED) CORPORATE GOVERNANCE STATEMENT (CONTINUED) BOARD OF DIRECTORS (PRINCIPLES 1, 2, 3 AND 4) (CONTINUED) THE BOARD OLIVIA LUM OOI LIN Ms Lum is the founder of the Group and was appointed as the Managing Director on 31 March 2000. She is overall responsible for the Group’s business operations. She is also an Independent Director of Yeo Hiap Seng Ltd. Ms Lum holds a Bachelor of Science (Hons) degree from the National University of Singapore. DEIRDRE MURUGASU Dr Murugasu was appointed as an Executive Director on 31 March 2000. She is primarily responsible for the development, application and marketing of new products and services of the Group to relevant market sectors. Dr Murugasu holds a Masters of Medicine (Family Medicine) from the National University of Singapore. Prior to her appointment as an Executive Director, she was a Registrar with the Ministry of Health. She was last re-elected to the Board on 25 May 2001. FOO HEE KIANG Mr Foo was appointed as an Executive Director on 8 September 2000. He is primarily responsible for the marketing and sales of the products and services of the Group. Mr Foo holds a Bachelor of Engineering degree from the National University of Singapore. He was last re-elected on 17 May 2002. GAY CHEE CHEONG Mr Gay was appointed as a Non-Executive Non-Independent Director on 3 August 2001. He is also a member of the Audit, Remuneration and Nominating Committees. Mr Gay holds Bachelor of Science (Hons) in Engineering from the Royal Military College of Shrivenham, UK and an Economics degree from the University of London, as well as a Masters of Business Administration from the National University of Singapore. He serves on the board of a number of other companies, including Pentex-Schweizer Circuits Ltd, Avaplas Ltd and Raffles Lasalle Ltd. Mr Gay’s last re-election was on 17 May 2002. LEE JOO HAI Mr Lee was appointed as a Non-Executive Independent Director on 19 December 2000. He is also the Chairman of the Audit Committee and members of the Remuneration and Nominating Committee. He is a Certified Public Accountant of Singapore and is a member of the Institute of Chartered Accountants in England and Wales. Mr Lee is currently a partner in a public accounting firm in Singapore. He serves on the board of a number of other companies, including IPC Corporation Ltd and Unisteel Technology Limited. Mr Lee’s last re-election was on 17 May 2002. TEO KIANG KOK Mr Teo was appointed as a Non-Executive Independent Director on 19 December 2000. He is also the Chairman of the Remuneration and Nominating Committee and a member of the Audit Committee. Mr Teo is a senior partner of Shook Lin & Bok, a firm of advocates and solicitors. He holds a LLB (Hons) Barrister-at-Law (Lincolns Inn) from the Singapore University and is an Advocate and Solicitor under the Legal Profession Act of Singapore. He serves on the board of a number of other companies, including Giant Wireless Technology Limited, Jadason Enterprises Ltd, SM Summit Holdings Limited, Tat Seng Packaging Group Ltd and Unisteel Technology Ltd. Mr Teo’s last re-election was on 25 May 2001.
HYFLUX LTD AND SUBSIDIARIES P.48.49 BOARD OF DIRECTORS (PRINCIPLES 1, 2, 3 AND 4) (CONTINUED) CHAIRMAN The Company currently does not have a Chairman to preside over the Board. The Board is of the opinion that the process of decisionmaking by the Board has been independent and had been based on collective decisions without any individual exercising any considerable concentration of power or influence. INDEPENDENT AND NON-EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS The Board has 2 Non-Executive Independent members, representing one-third of the Board. They are Mr Teo Kiang Kok and Mr Lee Joo Hai. The Board has one Non-Executive Non-Independent Director, namely, Mr Gay Chee Cheong. The Board considers an ‘independent’ director as one who has no relationship with the Company, its related Companies or its officers that could interfere or be reasonably perceived to interfere, with the exercise of the director’s independent business judgement. Independent and Non-Executive members of the Board exercise no management function in the Company or any of its subsidiaries. Although all the directors have equal responsibilities for the performance of the Group, the role of Non-Executive Directors is primarily to ensure that the strategies proposed by the executive management are fully discussed, vigorously examined, taking into consideration the long-term interest of the shareholders, employees, customers, suppliers and the communities in which the Group conducts its business. COMMITTEES To assist in the execution of its responsibilities, the Board has established the following specialised committees: - the Audit Committee - the Remuneration Committee - the Nominating Committee Each of the above Committees has its respective written terms of reference and operating procedures, which will be reviewed on a regular basis. AUDIT COMMITTEE (PRINCIPLE 11) The Audit Committee comprises the following members: Lee Joo Hai (Chairman) appointed on 17 January 2001 Teo Kiang Kok appointed on 17 January 2001 Olivia Lum Ooi Lin appointed on 17 January 2001 Gay Chee Cheong appointed on 23 August 2001 with legal, accounting, financial management expertise or experience and is chaired by a Non-Executive Independent Director. The primary functions of the Audit Committee are as follows: a) review with the external auditors the scope and results of the audit, system of internal controls, their management letter and management’s response; b) review the half-year and annual results before submission to the Board for approval including financial processes, risk management, audit processes and compliance with the accounting standards and other regulatory requirements; c) review the internal control and procedures and risk management; d) review and discuss with the external auditors any suspected fraud or irregularity; e) review the interested person transactions in accordance with the Listing Rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”); f) review all non-audit services provided by the external auditors so as to ensure that any provision of such services would not affect the independence of external auditors; g) consider and recommend the appointment or re-appointment of the external auditors;
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HYFLUX LTD AND SUBSIDIARIES

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