AR for 2008 - Abterra

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22 ABTERRA Annual Report 2008 CORPORATE GOVERNANCE The Remuneration Committee’s review covers all aspects of remuneration, including salaries, fees, allowances, bonuses and benefits-in-kind. The Remuneration Committee’s recommendations are submitted for endorsement by the entire Board. Based on the recommendation of the Remuneration Committee, the Company will be considering the preparation of service contracts for the executive directors and key management staff as and when necessary. Principle 8 - Level and Mix of Remuneration The Company adopts an overall remuneration policy for employees comprising a fixed component in the form of a base salary, and a variable component in the form of a bonus that is linked to the performance of the Company, the individual, the industry and the economy. The payment of directors’ fees is subject to the approval of shareholders. Principle 9 - Disclosure of Remuneration The remuneration of the Directors of the Company for the period under review is as follows: Director Below $250,000 Directors’ Fees (%) Salary* (%) Bonus (%) Benefits in kind (%) Total (%) Gersom G. Vetuz 100 - - - 100 Lim Hui Min John 100 - - - 100 Chew Ban Chuan Victor Mark 100 - - - 100 Lin Xizhong - 61.30 10.20 28.50 100 Lau Yu 86.75 13.25 100 Maheskumar s/o Shantilal Purshotam Mehta - 85.70 14.30 - 100 *Salary is inclusive of CPF The Company has three key executives (who are not directors). None of them received remuneration in excess of $250,000 during the financial period under review. Save for the directors disclosed in the table above, there are no employees who are immediate family members of the directors or the Chief Executive Officer whose remuneration exceeded $150,000 during the period under review. The Company currently does not have any employee share option scheme. Accountability and Audit Principle 10 - Accountability During the financial period, the Company released its full year results within 60 days from the end of the financial period.
ABTERRA 23 Annual Report 2008 CORPORATE GOVERNANCE The shareholders are provided with detailed analysis, explanation and assessment of the Group’s financial position and prospects via the issuance of annual reports and half year announcements of results. Principle 11 - Audit Committee The Audit Committee comprises entirely of independent non-executive directors. As at the date of this report, the Audit Committee comprises the following members: Mr Gersom G. Vetuz (Chairman) Mr Lim Hui Min John Mr Chew Ban Chuan Victor Mark The Board has reviewed and is satisfied that the members of the Audit Committee are appropriately qualified to discharge their responsibilities. The members of the Audit Committee are scheduled to meet on a quarterly basis, and have the following principal functions: • review the scope and results of the audit undertaken by the external auditors, including non-audit services performed by them to ensure that there is a balance between maintenance of their objectivity and cost effectiveness; • review the internal audit plans, the scope and results of internal audit procedures; • review with the external auditors the effectiveness of the Group’s material internal controls, including financial, operational and compliance controls and risk management; • review the financial statements and other announcements to shareholders and the Singapore Exchange Securities Trading Limited (SGX-ST), prior to submission to the Board; • conduct investigation into any matter within the Audit Committee’s scope of responsibility and review any significant findings of investigations; • assess the independence and objectivity of the external auditors; • recommend to the Board on the appointment or re-appointment of external auditors; • review the assistance given by the Company’s officers to the external auditors; and • review interested person transactions. Principle 12 - Internal controls The Board acknowledges that it is responsible for the overall internal control framework, but recognizes that no cost effective internal control system will preclude all errors and irregularities, as a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material misstatement or loss. During the period, the Board regularly reviews, with the assistance of the external auditors and internal auditors, the effectiveness of the Company’s material internal controls, including operational controls. The Board and Management have reviewed and implemented stringent internal controls to safeguard shareholders’ interest and the Company’s assets.
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AR for 2008 - Abterra

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