FEDERAL INTERNATIONAL (2000) LTD

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Federal International (<strong>2000</strong>) Ltd AR 200218Corporate Governance ReportThe Board believes that corporate governance principles and practices must remain relevant in a changing world.This will be an on going effort to remain lean, relevant and supple, as we evolve with the needs of our businessenvironment.In view of our beliefs, the Board is committed to continuously and consistently look into raising the level ofcorporate governance practices of the company over the years, in order to protect the interest of shareholders andto promote investors confidence.The Board believes that it is substantially in compliance with the code of corporate governance issued by theCorporate Governance Committee on 21 March 2001.The Board of Directors of the Company held a total of 2 board meetings during the year.BOARD OF DIRECTORSThe Company is headed by an effective Board to lead and control its operations and affairs.The Board comprises the following members:Mr. Koh Kian Kiong(Executive Chairman & CEO)Mr. Chew Keng Keong (Executive Director)Mr. Yeo Teck Soon John (Executive Director)Mr. Tan Kah Imm(Executive Director)Ms Koh Maggie(Executive Director)Mr. Iman Taufik(Non-Executive Director) (resigned on 31 March 2003)Mr. Heng Lee Seng(Independent Director)Mr. Hoon Tai Meng(Independent Director)The number of board and board committee meetings held in the year and the attendance of each director, whererelevant, are set out as follows:Board Executive AuditDirectors No. of Meetings Attendance No. of meetings Attendance No. of meetings AttendanceMr. Koh Kian Kiong 2 2 6 6 2 2Mr. Chew Keng Keong 2 2 6 6Mr. Yeo Teck Soon John 2 2 6 5Mr. Tan Kah Imm 2 2 6 5Ms Koh Maggie (*) 2 2 5 4Mr. Heng Lee Seng 2 2 2 2Mr. Hoon Tai Meng 2 2 2 2Mr. Iman Taufik2 2* Ms Koh Maggie was appointed as an Exco Committee on 20 March 2002.
Corporate Governance ReportPrinciple 1 : The Board’s Conduct of its AffairsThe principal functions of the Board are:(1) Approving the Group’s policies, strategies and financial objectives of the Company and monitoring theperformance of management;Federal International (<strong>2000</strong>) Ltd AR 200219(2) Overseeing the processes for evaluating the adequacy of internal controls, risk management, financial reportingand compliance;(3) Approving the nominations of board of directors and appointment of key personnel;(4) Approving annual budgets, major funding proposals, approving investment and divestment proposals ofmore than 5% of Group’s NTA;(5) Assuming responsibility for corporate governance and compliance with the Companies Act and the rules andrequirements of regulatory bodies.Matters, which are specifically reserved to the full Board for decision, are those involving a conflict of interest for asubstantial shareholder or a director, material acquisitions and disposal of assets, corporate or financial restructuringand share issuances and dividends. Additionally, the Board delegates certain of its function to the Executive,Nominating, Audit and Remuneration Committees.The Company’s Articles of Association (the “Articles”) allow a board meeting to be conducted by way of teleconferenceand a resolution in writing signed by the majority of directors. The attendance of the directors atmeeting of the Board and Board committees, as well as the frequency of such meetings, is found on page 18 of theAnnual Report.The Company also has an on-going training budget for the existing directors to fund the directors’ participation atindustry conferences and seminars, and to fund directors’ attendance at any course of instruction/training programmein connection with their duties as directors. The budget may be utilized by each director subject to the approval ofthe Chairman. The Company has adopted a policy that directors are also welcome to request further explanations,briefings or informal discussions on any aspects of the Company’s operations or business issues from themanagement. The Chairman/CEO will make the necessary arrangements for the briefings, informal discussions orexplanations required by the director.For the last 3 years, no new director was appointed and thus it was not necessary to conduct an orientationtrainingprogramme.Principle 2 : Board Composition and BalancePresently, the Board comprises 2 independent directors and 5 executive directors. We have not been able to complywith the recommended requirement with regard to having one third of the board composition comprising independentdirectors. The Board has reviewed its option and is satisfied that its current composition and board size areappropriate, having taken into account the nature and scope of the Group’s operations. The Board is of the viewthat to fully comply for a third of the board to be independent directors now is non-justifiable.
Page 1 and 2: FEDERAL INTERNATIONAL (2000) LTDAnn
Page 3 and 4: About FederalFederal International
Page 5 and 6: REAPING THE ‘FRUITS’ OF INVESTM
Page 7 and 8: For future long-term earnings growt
Page 9 and 10: Business ReviewFederal is well plac
Page 11 and 12: Business ReviewThe discovery of nat
Page 13 and 14: Calendar of Events 11DECEMBER 2002
Page 15 and 16: Board of DirectorsFederal Internati
Page 17 and 18: She has 19 years of experience as A
Page 19: Corporate InformationBOARD OF DIREC
Page 23 and 24: Corporate Governance ReportEXECUTIV
Page 25 and 26: Corporate Governance ReportThe AC i
Page 27 and 28: Corporate Governance ReportKey Mana
Page 29 and 30: FinancialStatementsDirectors’ Rep
Page 31 and 32: Directors’ ReportACQUISITION AND
Page 33 and 34: Directors’ ReportCURRENT ASSETSBe
Page 35 and 36: Statement by DirectorsPursuant to S
Page 37 and 38: Balance Sheetsas at 31 December 200
Page 39 and 40: Profit and Loss Accountsfor the yea
Page 41 and 42: Statements of Changes in EquityGROU
Page 43 and 44: Consolidated Statement of Cash Flow
Page 45 and 46: Notes to the Financial Statements2.
Page 53 and 54: 3. GROUP COMPANIESDetails of the su
Page 59 and 60: 8. OTHER INVESTMENTSNotes to the Fi
Page 61 and 62: 13. STOCKS AND WORK-IN-PROGRESSNote
Page 63 and 64: 19. OTHER CREDITORSNotes to the Fin
Page 65 and 66: 25. SHARE CAPITALNotes to the Finan
Page 67 and 68: 28. OTHER INCOME AND EXPENSES (cont
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Notes to the Financial Statements35
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Notes to the Financial Statements37
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Notes to the Financial StatementsFI
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Notes to the Financial StatementsIN
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SHAREHOLDINGS OF THE SUBSTANTIAL SH
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Proxy FormPlease see notes overleaf
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Federal International (2000) Ltd47/
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FEDERAL INTERNATIONAL (2000) LTD

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