Strength & Stability - ECS Holdings Limited

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Executives’ Remuneration Rather than setting out the names of the top five key executives who are not also directors of the Company, we have shown a Group-wide cross-section of executive remuneration by number of employees earning $100,000 upwards in bands of $250,000 below. This should give a macro view of the remuneration pattern in the Group, while maintaining confidentiality of staff remuneration matters. NO. OF EXECUTIVES IN REMUNERATION BANDS Total Compensation (S$) No. of Employees (Note 1) Total Variable Compensation (Note 2) Total Fixed Compensation (Note 3) Total Remuneration $100,000 to $249,999 24 $1,735,944 $1,942,618 $3,678,562 $250,000 to $499,999 8 $1,547,384 $1,704,997 $3,252,381 $500,000 to $749,999 2 $ 718,594 $ 365,913 $1,084,507 Total 34 $4,001,922 $4,013,528 $8,015,450 Notes : 1. Including employees in local and overseas subsidiaries 2. Sales commission, bonus and other statutory contributions 3. Inclusive salaries, AWS, related CPF and other statutory contributions, allowances and fringe-benefits. There are no employees in the Group who are immediate family members of a director or the Group CEO. C) ACCOUNTABILITY AND AUDIT Accountability Principle 10 : The Board should present a balanced and understandable assessment of the company’s performance, position and prospects. In presenting the annual financial statements and quarterly announcements to shareholders, it is the aim of the Board to provide the shareholders with a detailed analysis, explanation and assessment of the Group’s financial position and prospects. On a quarterly basis, Board members are provided with business and financial reports comparing actual performance with budget and with prior year comparisons with highlights on key business indicators and any significant business development. In addition, the Group CEO communicates regularly with Board members through informal meetings and phone calls with appropriate updates on Company developments. p. 34 Corporate Governance Statement ECS Holdings Limited
Audit Committee Principle 11 : The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties. The Audit Committee comprises three members, of which all members, including the Chairman, are independent. The members of the Audit Committee at the date of this report are: Leong Horn Kee Tan Hup Foi Koh Soo Keong Chairman Member Member The Audit Committee meets periodically to perform the following functions:- a) reviewing the quarterly, half-yearly and annual financial statements before recommending them to the Board for approval; b) reviewing interested person transactions (as defined in Chapter 9 of the Listing Manual (“Listing Manual”) of the Singapore Exchange Securities Trading Limited (“SGX-ST”), including such transactions conducted under the shareholders' general mandate previously obtained; c) reviewing with external auditors the audit plan, their evaluation of the systems of internal controls, their annual reports and their management letters and management’s response; d) reviewing and recommending to the Board the re-appointment of the external auditors, taking into consideration the non-audit services rendered by the external auditors and being satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors; e) reviewing the scope of internal audit procedures and the results and effectiveness of the internal audit; and f) considering other matters as requested by the Board. The Audit Committee has full access to and co-operation of the Company's management and the internal auditors and has full discretion to invite any director or executive officer to attend its meetings. The auditors, both internal and external, have unrestricted access to the Audit Committee. Reasonable resources have been made available to the Audit Committee to enable them to discharge their duties. The Audit Committee held five meetings since the date of the last annual report. The Audit Committee reviewed the Interested Person Transactions for the year ended 31 December 2008 in accordance with the terms of the Shareholders' Mandate for such transactions as were approved on 30 April 2008. Interested Person Transactions with a total value of $13.9 million were examined and the Audit Committee is of the opinion that the said transactions were carried out on prevailing commercial terms and did not prejudice the interest of the shareholders of the Company. The Audit Committee had reviewed and confirmed that the methods and procedures for determining the transaction prices relating to Interested Person Transactions have not changed since the last shareholders' approval. The Audit Committee also confirms that the methods and procedures are sufficient to ensure that the transactions will be carried out on normal terms and will not be prejudicial to the interests of the Company and its minority shareholders. Corporate Governance Statement Annual Report 2008 p. 35
Page 1 and 2: ECS HOLDINGS LIMITED Annual Report
Page 3 and 4: ECS Holdings Limited (“ECS” or
Page 5 and 6: Annual Report 2008 p. 03
Page 7 and 8: Dear Stakeholders I am pleased to p
Page 13 and 14: AN OVERVIEW FY2008 distinguishes it
Page 15 and 16: We believe that by honing these ope
Page 17 and 18: Stroll down memory lane and re-live
Page 19 and 20: SHAREHOLDERS’ EQUITY ($ million)
Page 23 and 24: 1. CHAIRMAN Mr Li Jia Lin was appoi
Page 25 and 26: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.
Page 27 and 28: 7. President (The Value Systems Co.
Page 29 and 30: 2008 AWARDS Group • ECS Holdings
Page 31 and 32: Financial Contents Corporate Govern
Page 33 and 34: The Board intends to hold about fou
Page 35: Level and Mix of Remuneration; Disc
Page 39 and 40: D) COMMUNICATION WITH SHAREHOLDERS
Page 41 and 42: Directors’ Interests (Cont’d) E
Page 43 and 44: Share Options (Cont’d) Except as
Page 45 and 46: In our opinion: (a) (b) the financi
Page 47 and 48: Opinion In our opinion: (a) (b) the
Page 49 and 50: Note 2008 2007 $’000 $’000 Reve
Page 51 and 52: Total attributable to equity Share
Page 53 and 54: Note 2008 2007 $’000 $’000 Fina
Page 55 and 56: 2 Summary of Significant Accounting
Page 65 and 66: 3 Property, Plant and Equipment Fre
Page 67 and 68: 3 Property, Plant and Equipment (Co
Page 69 and 70: 5 Subsidiaries Company Note 2008 20
Page 71 and 72: 6 Interest in Associate Group 2008
Page 73 and 74: 10 Trade and Other Receivables Grou
Page 75 and 76: 11 Trade Receivables (Cont’d) The
Page 77 and 78: 15 Share Capital Group and Company
Page 79 and 80: 17 Equity Compensation Benefits The
Page 81 and 82: 18 Financial Liabilities (Cont’d)
Page 83 and 84: 18 Financial Liabilities (Cont’d)
Page 85 and 86: 23 Profit from Operations The follo
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26 Earnings per Share Group 2008 20
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27 Segment Information (Cont’d) R
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28 Geographical Segments (Group) Th
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29 Financial Risk Management (Cont
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29 Financial Risk Management (Cont
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32 Related Parties Transactions wit
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34 New Accounting Standards and Int
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SUBSTANTIAL SHAREHOLDERS Number of
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at any time and upon such terms and
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(a) (b) market purchases (each a
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(ii) Resolution 6(b), if passed, wi
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Proxy Form Annual General Meeting E
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Strength & Stability - ECS Holdings Limited

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