Notes to Financial Statements

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16Middle East Development Singapore Ltd.Annual Report 2008Corporate Governance ReportGood corporate governance ensures that the interests of shareholders are protected and enhances corporate performanceand accountability.Middle East Development Singapore Ltd. (the “Company”) and its subsidiaries (the “Group”) aspires to the highest standardsof corporate governance and, to this end, has put in place various self-regulatory and monitoring mechanisms which are inline with the recommendations of the Code of Corporate Governance 2005 (the “Code”).This statement sets out the Group’s main corporate governance practices that were in place throughout the fi nancial yearor which will be implemented and where appropriate, we have provided explanation for deviation from the Code.(A)BOARD MATTERSBoard’s Conduct of Its AffairsPrinciple 1: Every company should be headed by an effective Board to lead and control the company.The Board is collectively responsible for the success of the company. The Board works with Managementto achieve this and the Management remains accountable to the Board.The Board oversees the business and corporate affairs of the Group.The principal duties of the Board include the following:• Protecting and enhancing long-term value and return to its shareholders;• Providing leadership and guidance on corporate strategy, business directions, risk management policy andimplementation of corporate objectives;• Establishing, reviewing and approving the annual budget, corporate policies, strategies and objectives for theGroup;• Ensuring the effectiveness and integrity of Management;• Monitoring the Management’s achievement of these goals;• Conducting periodic reviews of the Group’s fi nancial performance, internal controls and reporting compliance;• Approving nominations to the Board and appointment of key executives;• Ensuring the Group’s compliance with all relevant and applicable laws and regulations; and• Assuming responsibility for the corporate governance of the Group.To assist the Board in the execution of its responsibilities, the Board is supported by three committees, namelythe Audit Committee, the Nominating Committee and the Remuneration Committee. Each Committee has its owndefi ned terms of reference and operating procedures.Formal Board meetings are held at least twice a year to approve the half-yearly results announcement and tooversee the business affairs of the Group. The Board is free to seek clarifi cation and information from Managementon all matters within their purview. Ad-hoc meetings are convened at such other times as may be necessary toaddress any specifi c signifi cant matters that may arise. Important matters concerning the Group are also put to theBoard for its decision by way of written resolutions. Meetings via telephone or video conference are permitted by theCompany’s Articles of Association.
Middle East Development Singapore Ltd.Annual Report 2008 17Corporate Governance ReportThe number of Board and Board Committee meetings held during the fi nancial year and the attendance thereat areas follows:BoardAuditCommitteeNominatingCommitteeRemunerationCommitteeNo. of No. of No. of No. of No. of No. of No. of No. ofmeetings meetings meetings meetings meetings meetings meetings meetingsNameHeld Attended Held Attended Held Attended Held AttendedDr. Oussama Al-Dimashki 3 3 – – – – – –Mr. Huang Wooi Teik (1) 2 2 – – – – – –Mr. Wong Seong Khuen (2) 3 3 – – – – – –Mr. Kim Leng Choon 3 2 – – – – – –Mr. Toh Wing Yew (3) 3 3 – – – – – –Mr. Ong Soon Teik (4) – – – – – – – –Mr. Ng Tian Huat 3 3 – – – – – –Mr. Issam Farid Halabi (5) 2 – – – – – – –Mr. Hoon Tai Meng 3 3 3 3 1 1 2 2Mr. Tan Song Koon 3 3 3 3 1 1 2 2Mr. Tee Tua Ba 3 2 3 2 1 1 2 2(1) Resigned on 24 September 2007(2) Resigned on 29 August 2008(3) Resigned on 1 September 2008(4) Appointed on 2 September 2008(5) Appointed on 24 August 2007Appropriate briefi ng and orientation would be arranged for newly appointed Directors to familiarise with the Group’sbusiness operations, strategic directions, directors’ duties and responsibilities and the corporate governancepractices. They will also be given opportunities to visit the Group’s operational facilities and meet management staffso as to gain a better understanding of the Group’s business. The Company has an on-going training budget for theexisting Directors to fund the Directors’ training when the need arises.To keep pace with changes in regulations and accounting standards which have a signifi cant bearing on thedisclosure obligations of the Company or its Directors, Directors are kept informed of such changes throughcirculated updates or briefings during Board meetings or at specially-convened sessions conducted byprofessionals.Training for DirectorsRelevant training will be provided to familiarise the Board with the roles and responsibilities of a director of a publiclisted company in Singapore. Management would conduct briefi ngs and orientation programmes to familiarise newlyappointed Directors with the various businesses and operations of the Group.
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Notes :1. A Shareholder entitled to
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