Annual Report 2012 - ecoWise Holdings Limited

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40ecoWise Holdings Limitedannual report 2012CORPORATE GOVERNANCEThe findings of the internal auditors are discussed in details at the AC meeting including any internal controlweaknesses, non-compliance of policy and procedures as well as follow-up actions required to strengthen theinternal control system of the Group. A copy of the internal auditors’ findings is disseminated to the relevant businessunits or departments for implementing follow-up actions and the monitoring of the improvement progress.For the internal audit works carried out in FY2012, the engaging internal auditors have adopted assessmentmethodology in accordance with the Internal Control Integrated Framework, published by the Committee ofSponsoring Organisations of the Treadway Commission (“COSO”).COMMUNICATION WITH SHAREHOLDERSPrinciple 14: Companies should engage in regular, effective and fair communication with shareholdersThe Group believes that prompt disclosure of pertinent information and high standard of disclosure are the keys toraise the level of corporate governance. The Board believes in regular and timely communication with shareholders.In line with continuous disclosure obligations of the Group pursuant to the Corporate Disclosure Policy of the SGX-ST, the Group’s policy is that all shareholders should be equally and timely informed of all major developmentsthat impact the Group.Information is communicated to shareholders on a timely basis and made through:• Annual reports. The Board makes every effort to ensure that the annual report includes all relevant informationabout the Group, including future developments, disclosures required by the Companies Act, and FinancialReporting Standards;• SGXNET and news releases;• Press releases on major developments of the Group;• Disclosures to the SGX-ST; and• The Company’s website at www.ecowise.com.sg on which shareholders can access information relating tothe Group.The Group has also engaged an external investor relations firm to enhance its communication with shareholdersand investment community at large.
ecoWise Holdings Limitedannual report 201241CORPORATE GOVERNANCEPrinciple 15: Companies should encourage greater shareholder participation at AGMs, and allowshareholders the opportunity to communicate their views on various matters affecting the company.The AGM is the principal forum for dialogue with shareholders. The Group encourages shareholders to attend theAGM to ensure a high level of accountability and to be kept informed of the Group’s strategies and goals.All shareholders receive the annual report of the Company including notice of AGM by post within the mandatoryperiod. Notice of AGM is announced through SGXNET and published in the Business Times within the same period.All registered shareholders are invited to participate and given the right to vote on resolutions at general meetings.Every matter requiring shareholders’ approval is proposed as a separate resolution. Each item of special businessincluded in the notice of the meeting is accompanied, where appropriate, by an explanation for the proposedresolution. Proxy form is sent with notice of general meeting to all shareholders. A shareholder may appoint up to twoproxies to attend and vote on his behalf at the meeting through proxy forms deposited 48 hours before the meeting.The results of all shareholders’ meetings are disclosed through SGXNET and the Company’s website.Internal Code on Dealings in SecuritiesThe Group has put in place an internal code on dealings with securities (“Internal Code”). This Internal Code hasbeen issued to Directors and officers setting up the implications on insider trading.The Internal Code prohibits the dealing in securities of the Company by Directors and officers while in possessionof price-sensitive information, and during the period commencing two weeks before the announcement of quarterlyresults and one month before the announcement of full year results, and ending on the date of the announcement.Further, Directors and officers are advised not to deal in the Company’s securities on short-term considerations.Directors are required to notify the Company their securities dealings within two business days of such dealingsand the Company shall disseminate the notifications received to the market via SGXNET within one business dayof receiving such notifications.In addition, Directors and officers are cautioned to observe insider trading laws at all times.Interested Party TransactionsThe Group has established procedures to ensure that all transactions with interested persons are reported in atimely manner to the AC for review and the transactions are carried out on normal commercial terms and will notbe prejudicial to the interests of the Group and its minority shareholders.
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Annual Report 2012 - ecoWise Holdings Limited

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