Osim FR 050407.indd

Corporate Governance ReportOSIM was the winner in the Most TransparentCompany Award (Commerce) in SecuritiesInvestors Association (Singapore)’s Investors’Choice Awards in 2003, 2004 and 2005.The Directors and management of OSIM are committed tohigh standards of corporate governance in order to protectthe interests of our employees, customers and shareholders.The SGX-ST’s Listing Manual requirement (the “listingrequirement”), introduced with effect from 1 July 2002,requires that an issuer which holds its Annual GeneralMeeting (“AGM”) on or after 1 January 2003 (the “effectivedate”) should describe its corporate governance practiceswith specific reference to the Code of Corporate Governance(“Code”) in its annual report. It must disclose any deviationfrom any guideline of the Code together with an appropriateexplanation for such deviation in the annual report.This Report describes OSIM’s corporate governanceprocesses and activities that were in place throughout thefinancial year. For proper reference, the relevant provisionsof the Code under discussion are identified in bold.Board of DirectorsPrinciple 1: Board’s Conduct of its AffairsThe principal functions of the Board are:1) Approving the broad policies, strategies and financial objectivesof the Company and monitoring the performance ofmanagement;2) Overseeing the processes for evaluating the adequacy ofinternal controls, risk management, financial reporting andcompliance;3) Approving the nominations of board directors and appointmentof key personnel;4) Approving annual budgets, major funding proposals, investmentand divestment proposals; and5) Assuming responsibility for corporate governance.Matters which are specifically reserved to the full Board for decisionare those involving a conflict of interest for a substantial shareholderor a director, material acquisitions and disposal of assets, corporateor financial restructuring and share issuances, dividends and otherreturns to shareholders and matters which require Board approvalas specified under the Company’s interested person transactionpolicy.The Board conducts regular scheduled meetings on a quarterlybasis. When circumstances require, ad-hoc meetings are arranged.Board meetings are conducted in Singapore and attendance byDirectors are regular. There is therefore no requirement to conductmeetings by way of a tele-conference or video-conference. Theattendance of the directors at meetings of the Board and Boardcommittees, as well as the frequency of such meetings, is disclosedin this Report.Corporate Governance Report 52 Annual Report 2006