ANNUAL REPORT

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Middle East Development Singapore ltdannual report 2007 17CORPORATE GOVERNANCESTATEMENTMiddle East Development Singapore Ltd. (the “Company”) is committed to maintaining high standards of corporate governance withinthe Company and its subsidiary companies (the “Group”) and has put in place various policies and practices that will safeguard theinterests of shareholders and enhance shareholders’ value based on the Code of Corporate Governance 2005 (the “Code”) issued by theCorporate Governance Committee. Effective corporate governance supports the Company’s belief in transparency, and helps it to beforward-looking with fresh ideas, and more decisive in the execution of strategies and initiatives. It is also an effective safeguard againstfrauds and irregularities.This statement describes the Company’s corporate governance processes and activities with specific reference to the Code. Where thereare deviations from the Code, appropriate explanations will be provided.(A)BOARD MATTERSTHE BOARD’S CONDUCT OF AFFAIRSPrinciple 1: Every company should be headed by an effective Board to lead and control the company. The Board is collectivelyresponsible for the success of the company. The Board works with Management to achieve this and the Management remains accountableto the Board.The Board of Directors (the “Board”) is responsible for the overall management of the business and corporate affairs of the Group.Matters which specifically require the Board’s decision or approval are those involving:-• corporate strategy and business plans;• major investment and divestment proposals;• funding requirements of the Group;• nominations of Board Directors and appointment of key executives;• approving the recommended framework of remuneration for the Board and key executives;• half year and full year results for announcement, the annual report and accounts;• material acquisitions and disposal of assets;• corporate or financial restructuring; and• share issuance and the proposing of dividends.To assist the Board in the execution of its responsibilities and in recognition of the importance of having a high standard of accountabilityto our shareholders, the Board is supported by three committees, namely the Nominating Committee (“NC”), the RemunerationCommittee (“RC”) and the Audit Committee (“AC”). These Committees operate within clearly defined terms of reference and functionalprocedures, which are reviewed on a regular basis.Board meetings are conducted regularly on a half-yearly basis and ad-hoc meetings are convened at such other times as may be necessaryto address any specific significant matters that may arise. Important matters concerning the Group are also put to the Board for itsdecision by way of written resolutions. A Board meeting may also be conducted by way of tele–conference and video conference.
18Middle East Development Singapore ltdannual report 2007CORPORATE GOVERNANCESTATEMENTThe number of Board and Board Committee Meetings held during the financial year and the attendance of directors at these meeting isset out as follows:-Name Board NominatingCommitteeNo. ofMeetingsHeldNo. ofMeetingsAttendedNo. ofMeetingsHeldNo. ofMeetingsAttendedRemunerationCommitteeNo. ofMeetingsHeldNo. ofMeetingsAttendedAuditCommitteeNo. ofMeetingsHeldNo. ofMeetingsAttendedDr Oussama Al-Dimashki (1) 3 3 - - - - - -Huang Wooi Teik (1) 3 3 - - - - - -Wong Seong Khuen 5 5 1* 1* - - - -Kim Leng Choon 5 5 - - - - - -Ng Tian Huat 5 4 - - 1* 1* - -Issam Farid Halabi (2) 1 0 - - - - - -Toh Wing Yew (1) 3 3 - - - - - -Hoon Tai Meng (1) 3 3 - - 2 2 2 2Tan Song Koon (1) 3 3 - - 2 2 2 2Tee Tua Ba (1) 3 3 - - 2 2 1** 1**Goh Chong Chia (3) 2* 2* 1* 1* 1* 1* 1* 1*Ng Kim Khuan (3) 2* 2* - - - - - -Sitoh Yih Pin (3) 2* 2* - - - - 1* 1*Tan Chong Huat (3) 2* 1* 1* 1* 1* 1* 1* 1*Tor Steven Boswick (4) 2 1 - - - - 1 1Yeo Hoon Seng (3) 2* 2* - - - - - -Mark Yeo Wee Tiong (3) 2* 2* - - - - - -(1)Appointed on 18 January 2007(2)Appointed on 24 August 2007(3)Resigned on 18 January 2007(4)Appointed on 18 January 2007 and resigned on 13 March 2007* Number of meetings held before the committees were reconstituted on 18 January 2007** Mr Tee Tua Ba was appointed as a member of the Audit Committee with effect from 20 April 2007.Newly appointed Directors will be given an orientation programme with materials provided to familiarise them with the Group’s businessoperations, strategic directions, directors’ duties and responsibilities and the corporate governance practices. They will also be givenopportunities to visit the Group’s operational facilities and meet management staff so as to gain a better understanding of the Group’sbusiness. The Company has an on-going training budget for the existing Directors to fund the Directors’ training when the need arises.To keep pace with changes in regulations and accounting standards which have a significant bearing on the disclosure obligations of theCompany or its Directors, Directors are kept informed of such changes through circulated updates or briefings during Board meetings orat specially-convened sessions conducted by professionals.
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Notes :1. A Shareholder entitled to
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