Osim FR 050407.indd

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In 2006, the Audit & Risk Management team, together with KPMG,has developed the Enterprise Risk Management framework in theCompany.The Company is expected to roll out both Control Self-Assessmentand Enterprise Risk Management programmes to its subsidiariesof the Company over time.Remuneration Committee (“RC”)Principle 7: Procedures for Developing Remuneration PoliciesPrinciple 8: Level and Mix of RemunerationPrinciple 9: Disclosure on RemunerationThe RC was formed on 27 December 2002 by combining theprevious Compensation Committee and OSIM Share Option SchemeCommittee.The RC consists of five directors, of whom three are non-executiveand independent directors. The RC is chaired by Mr Ong Kian Min,an independent and non-executive director.The RC’s principal responsibilities are to:1) Approve the structure of the compensation programme fordirectors and senior management to ensure that the programmeis competitive and sufficient to attract, retain and motivatesenior management of the required quality to run the Companysuccessfully;2) Review directors’ and senior management’s compensationannually and determine appropriate adjustments; and3) Administer the OSIM Employee Share Option Scheme (the“OSIM ESOS”). Any matter pertaining or pursuant to the OSIMESOS and any dispute and uncertainty as to the interpretationof the OSIM ESOS, any rule, regulation or procedure thereunderor any rights under the OSIM ESOS shall be determined by theRC.The CEO and executive directors’ remuneration packages includea variable bonus element which is performance-related.Directors’ fees are set in accordance with a remuneration frameworkcomprising basic fees. Executive directors do not receive directors’fees. Non-executive directors are paid directors’ fees, subject toapproval at the AGM.For competitive reasons, the Company is not disclosing eachindividual director’s remuneration. Instead, we are disclosing theband of remuneration in note 31 to the financial statements.Number of directors of the Company in remuneration bands:2006 2005$500,000 and above 1 3$250,000 to $499,000 2 -Below $250,000 5 58 8Corporate Governance Report 57 Annual Report 2006
The Company adopts a remuneration policy for staff comprising afixed component and a variable component. The fixed componentis in form of a base salary. The variable component is in the formof a variable bonus that is linked to the Company and individualperformance. Another element of the variable component is thegrant of share options to staff under the OSIM ESOS. This seeksto align the interests of staff with that of the shareholders. Staffappraisals are conducted twice in a year.Communication with ShareholdersPrinciple 10: Accountability and AuditPrinciple 14: Communication with ShareholdersPrinciple 15: Greater Shareholder ParticipationThe Company has adopted quarterly results reporting since thethird quarter of 2001. OSIM holds a media and analysts briefingof its quarterly, half-year and full-year results. The results arepublished through the SGXNET, news releases and the Company’swebsite and investor relations sites Zaobao.com, Wallstraits, IRASIAand Shareinvestor. All information on the Company’s new initiativesare first disseminated via SGXNET followed by a news release,which is also available on the website.Price sensitive information is first publicly released, either beforethe Company meets with any group of investors or analysts orsimultaneously with such meetings. Results and annual reportsare announced or issued within the mandatory period and areavailable on the Company’s website. The Company does not practiseselective disclosure. The Company communicates with its investorson a regular basis and attends to their queries. It also retained anInvestor Relations consultant and a Public Relations firm. Allshareholders of the Company receive the annual report and noticeof AGM. The notice is also advertised in newspapers and madeavailable on the SGXNET. At AGMs, shareholders are given theopportunity to air their views and ask directors or managementquestions regarding the Company.The Articles allow a member of the Company to appoint one or twoproxies to attend and vote instead of the member.Dealings in SecuritiesThe Company has adopted internal codes pursuant to the SGX-STBest Practices Guide applicable to all its officers in relation todealings in the Company’s securities. Its officers are not allowedto deal in the Company’s shares during the period commencingone month before the announcement of the Company’s quarterlyresults and ending on the date of the announcement of the results.In addition all employees and directors of the companies arerequired to observe the insider trading laws at all times.Interested Person TransactionsThe Company has adopted an internal policy in respect of anytransactions with interested persons and has set out the proceduresfor review and approval of the Company’s interested persontransactions.Corporate Governance Report 58 Annual Report 2006
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Process and Performanceas the growt
Page 5:
Customer Service Department“I put
Page 9: Sales Department“I look forward t
Page 13: Research & Development“Every prod
Page 17 and 18: Contents17 CEO’s Message22 The Ro
Page 19 and 20: ... ensuring that as we grow,they g
Page 21 and 22: previous year. Q4 2006 revenue rose
Page 23 and 24: The Role ModelsThe Role Models 22 A
Page 25 and 26: Ms Teo Sway HeongNon-Executive Dire
Page 27 and 28: Mr Peter Lee Hwai KiatMs Celine Cha
Page 29 and 30: Result of our Growth StrategyThe Gr
Page 31 and 32: Performance ReviewIn building a glo
Page 33 and 34: ProfitabilityIn FY2006, buoyant rev
Page 35 and 36: An Environment of GrowthMarch 2006
Page 38 and 39: Financial HighlightsOur goal is to
Page 40 and 41: Number of OutletsOSIM OutletsNorth
Page 42 and 43: Capital ExpenditureCapexS$’000 Le
Page 44 and 45: Corporate Structure as at 21 Februa
Page 46 and 47: OSIM Global NetworkSINGAPORECHINATA
Page 48 and 49: Corporate InformationBoard of Direc
Page 50 and 51: Non Executive DirectorMs Teo Sway H
Page 52 and 53: Corporate Governance Report 51 Annu
Page 54 and 55: The Company worked closely with a p
Page 56 and 57: New directors are at present appoin
Page 60 and 61: The aggregate value of interested p
Page 63 and 64: Financial Contents64 Directors’ R
Page 65 and 66: Directors’ ReportFor the Year end
Page 67 and 68: Directors’ Report (cont’d)Share
Page 69 and 70: Directors’ Report (cont’d)Share
Page 71 and 72: Directors’ Report (cont’d)Audit
Page 73 and 74: Independent Auditors’ Reportto th
Page 75 and 76: Balance Sheetsas at 31 December 200
Page 77 and 78: Consolidated Profit and Loss Accoun
Page 79 and 80: Statements of Changes in Equity for
Page 81 and 82: Consolidated Cash Flow Statementfor
Page 83 and 84: Consolidated Cash Flow Statement fo
Page 85 and 86: Notes to the Financial Statements -
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Notes to the Financial Statements -
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Major PropertiesUnexpiredterm ofDes
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Shareholdings Statistics as at 8 Ma
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Notice of Annual General Meeting (c
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Notice of Annual General Meeting (c
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Appendix (cont’d)DEFINITIONSIn th
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Appendix (cont’d)PROPOSED RENEWAL
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Appendix (cont’d)3.1.3 The Direct
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Appendix (cont’d)4. Rationale and
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Appendix (cont’d)11. ACTION TO BE
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OSIM INTERNATIONAL LTDCompany Regis
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SINGAPOREOSIM International Ltd65 U
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