The Board welcomes the views of shareholders on matters affecting the Group, whether at shareholders’ meetings or on an
ad-hoc basis. Shareholders are informed of shareholders’ meetings through notices published in the newspapers, reports
and/or circulars provided to all shareholders. Each item of special business included in the notices of shareholders’ meetings
is accompanied, where appropriate, by an explanation for the proposed resolution. Separate resolutions are proposed for
substantially separate issues at shareholders’ meetings for approval. “Bundling” of resolutions are kept to a minimum and are
done only where the resolutions are interdependent and linked so as to form one significant proposal and only where there are
reasons and material implications involved. All resolutions are to be voted by poll, following which the detailed results showing,
inter alia, the number of votes cast for and against each resolution and the respective percentages will be announced. The
Executive Chairman and chairpersons of the AC, NC and RC are typically available at shareholders’ meetings to answer queries.
The external auditors are also present at the AGM to assist the directors in addressing any relevant queries by shareholders
regarding the conduct of audit and the preparation and content of the auditors’ report. The AGM is the principal forum for
dialogue with shareholders.
The Company also holds briefings to present half-year and full-year financial results for the media and analysts. Outside of
the financial announcement periods, when necessary and appropriate, management will meet investors and analysts who like
to seek a better understanding of the Group’s business and operations. This also enables the Company to solicit feedback
from the investment community on a range of strategic and topical issues which provide valuable insights to the Company on
investors’ views. When opportunities arise, the Company conducts media interviews to give its shareholders and the public a
better perspective of the Group’s business, operations and prospects.
The Articles of Association of the Company allow a member of the Company to appoint not more than two proxies to attend
and vote instead of the member. Voting in absentia and electronic mail may only be possible following careful study to ensure
the integrity of the information and authentication of the identity of member through the web is not compromised and is also
subject to legislative amendment to recognise electronic voting.
The minutes of general meetings, which include substantial and relevant questions and comments from shareholders and
responses from the Board and management, are available to shareholders upon written request.
5.
DEALINGS IN SECURITIES
The Company has adopted an internal policy on dealings in the Company’s securities, which is in line with the requirements
of the Listing Manual and notified to all directors and employees of the Group. The Company and all directors, officers and
employees of the Group are prohibited from dealing in the Company’s securities during the period commencing two weeks
before the announcement of the Group’s quarterly and half-year financial results, and the period commencing one month
before the announcement of its full-year financial results.
All directors, officers and employees are expected to observe insider trading laws at all times. In particular, they are aware that
dealing in the Company’s securities, when they are in possession of unpublished material price-sensitive information in relation
to those securities, is an offence. Our directors, officers and employees are also discouraged from dealing in the Company’s
securities on short-term considerations.
6.
MATERIAL CONTRACTS
Except as disclosed in the financial statements, there were no material contracts (including loans) of the Company or its
subsidiaries involving the interests of the Executive Chairman, Group Managing Director, directors or controlling shareholders
which subsisted at the end of the financial year or have been entered into since the end of the previous financial year.
7.
INTERESTED PERSON TRANSACTIONS
The Group has adopted an internal policy in respect of any transaction with interested party within the definition of Chapter 9
of the Listing Manual and has in place procedures for review and approval of all interested person transactions. In the event that
a potential conflict of interest arises, the director concerned will not participate in discussions, abstains from decision-making,
and refrains from exercising any influence over other members of the Board.
There are no interested person transactions conducted under shareholders’ mandate pursuant to Rule 920 of the Listing Manual
and excluding transactions amounting to less than S$100,000, there are no other interested person transactions during FY2015.
To ensure compliance with Chapter 9 of the Listing Manual, the Board and the AC review, on a quarterly basis, interested person
transactions entered into by the Group (if any).
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