Corporate Governance

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Unless specifically referred to, set out below is the Corporate Governance Report for financial year ended 31 December 2015.

The Board of Directors (the "Board") of Auric Pacific Group Limited ("APGL") are highly committed to its high standards of corporate governance in its business and operations in the way in which APGL is directed, administered and controlled. The Board believes that good governance is an essential ingredient to ensure corporate and business success and to maintain sustainable growth, and in this respect, the Board promotes accountability to its shareholders in its pursuit of its corporate and business objectives.

APGL is listed on the Mainboard of the Singapore Exchange Securities Trading Limited ("SGX-ST"), and adheres to the principles and guidelines under the Code of Corporate Governance and other applicable laws, rules and regulations, including the Listing Manual of the SGX-ST.

APGL has through the course of financial year ended 2015 continued to review and enhance its policies, practices and framework to strengthen its corporate governance. The Board strives to adhere closely to the principles and guidelines under the 2012 Code of Corporate Governance (the "2012 Code"), applicable laws, relevant rules and regulations, including but not limited to the SGX-ST listing rules.

This report provides an insight on APGL's corporate governance framework and practices, in reference to the 2012 Code.

1. BOARD MATTERS
2. REMUNERATION MATTERS
3. ACCOUNTABILITY AND AUDIT
4. SHAREHOLDER RIGHTS AND RESPONSIBILITIES
5. BOARD OF DIRECTORS

BOARD MATTERS

Principle 1: Board's Conduct of its Affairs

Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the long-term success of the company. The Board works with Management to achieve this objective and Management remains accountable to the Board.

As at 31 December 2015, with the appointment of Mr Ronald Issen in November 2015, the Board comprised of eight directors (the "Directors"), which includes two executive directors and four independent directors. Having served on the Board for more than 9 years, Dr Lim and Dr Tan had voluntarily stepped down on 29 February 2016 to facilitate the progressive refreshment of the Board, with Mr Tan Huay Lim being appointed as a member of the Board on 1 March 2016. As at 24 March 2016 (the "Latest Practicable Date"), the Board consists of two executive directors and four independent directors. The names of the directors and their executive and independence status are set out below:

Notes:
  1. Mr Ronald Issen was appointed as Non-Executive Director with effect from 1 November 2015.
  2. Mr Tan Huay Lim was appointed as Lead Independent Director and Non-Executive Director with effect from 1 March 2016.
  3. Dr Lim Boh Soon resigned as Lead Independent Director and Non-Executive Director with effect from 29 February 2016.
  4. Dr Ronnie Tan Keh Poo resigned as Non-Executive Director with effect from 29 February 2016.
  5. Ms Saw Phaik Hwa resigned as Executive Director with effect from 1 March 2015.

The Directors collectively set the standard for APGL's corporate governance policies and practices and oversees the business performance of APGL and its subsidiaries (collectively, the "Group"), which includes providing theentrepreneurial leadership, and setting the strategic direction and performance objectives of the Group.

The Directors include business, operations, finance, accounting, auditing and legal professionals, whose experience and expertise includes those relevant to the industries and environment in which APGL operates. A profile of each of the Directors, their current directorships in both listed and non-listed companies, chairmanships, past directorships over the preceding 3 years, their principal commitments, backgrounds and qualifications may be found under pages 16 to 21 and 45 to 47, such information is based on the existing records of the Group.

Board Approvals and Delegation of Authority

The Board adopts written guidelines that set out directions to management on matters that are reserved for the Board's approval, and these matters principally include:

  1. approval of the Group's policies, strategies and financial objectives;
  2. approval of the Group's internal control and risk management framework;
  3. annual budget and major funding requirements of the Group; and
  4. any acquisitions and divestments of assets and investments by the Group.

The Board actively monitored the performance and the management of the Group (financial and otherwise), and the Group's compliance with relevant laws and regulations by maintaining active forms of communication through scheduled board meetings to discuss, deliberate, appraise matters requiring its attention and decision, of which at the Board's discretion, may include members of management.

In order for the Board to oversee the various matters of APGL, it delegates specific areas of its responsibility to its three Board committees, which includes the Audit and Risk Committee ("ARC"), the Nomination Committee ("NC") and the Remuneration Committee ("RC" and collectively together with the ARC and the NC, the "Board Committees"). Each Board Committee is governed by clear terms of references approved by the Board and its role is to assist the Board in the matters that the Board delegates to it. The Board is periodically kept informed of the matters under discussion and the proceedings of its Board Committees through reports and periodical updates by the chairman and the secretary of each Board Committee, and as appropriate the Board Committees will make relevant recommendations to the Board.

APGL adopts a framework of delegated authorisation ("Delegation of Authority"). The Delegation of Authority policy defines the systematic procedures and levels of authorisation required for specified transactions, and sets out the approval limits for operating and capital expenditure, including those that require the approval of the Board. The Delegation of Authority is approved by the Board and facilitates better coordination and efficiency in operations of the Group. The Delegation of Authority clearly states the extent of authority delegated together with its measures of responsibility to ensure accountability. In financial year 2015, the Board, with the assistance of the Audit and Risk Committee reviewed and updated the Delegation of Authority policy to ensure that it continues to remain relevant and meets the requirements of APGL.

Notwithstanding the Board's delegation to its Board Committees and the adopted Delegation of Authority, the Board maintains its responsibility on the matters overseen by the Board Committees and management.

Meetings of the Board and Board Committees

The Board and the ARC meet at least once every financial quarter and as and when required by members of the Board. The NC and RC meet as and when required to assist the Board in its respective roles and to perform the responsibilities that have been delegated to them. For the financial year ended 2015, both the Board and the ARC convened 4 times, with the NC and RC convening 6 and 3 times respectively.

As an alternative to physical meetings, teleconference facilities are made available to members of the Board to facilitate directors ("Directors") participation at Board meetings, a means of communication which is provided for under APGL's Articles of Association (the "Articles of Association").

Directors' Attendance at Board and Board Committee Meetings

The number of Board meetings and Board Committee meetings held during the financial year ended 31 December 2015 and the attendance of Directors at these meetings are as follows:

Notes:
  1. Dr Ronnie Tan Keh Poo resigned as Non-Executive Director with effect from 29 February 2016.
  2. Dr Lim Boh Soon resigned as Lead Independent Director and Non-Executive Director with effect from 29 February 2016.
  3. Mr Ronald Issen was appointed as Non-Executive Director with effect from 1 November 2015.
  4. Ms Saw Phaik Hwa resigned as Executive Director with effect from 1 March 2015.
  5. Mr Tan Huay Lim was appointed as Lead Independent Director and Non-Executive Director with effect from 1 March 2016 and therefore has not attended any meetings in financial year 2015.
  6. Mr Albert Saychuan Cheok attended the NC meeting at the invitation of the Chairman of the NC.
  7. Dr Stephen Riady attended the RC meetings at the invitation of the Chairman of the RC.
  8. Dr Andy Adhiwana attended the RC meetings at the invitation of the Chairman of the RC.

Development of the Board

Upon appointment, new directors to the Group are briefed on his or her duties and obligations, and undergo a comprehensive orientation programme to familiarise such directors with the business activities and structure, strategic direction, policies and corporate governance practices of the Group. The orientation serves to allow new directors to get acquainted with fellow directors, senior management and the Group. Where relevant, as part of the orientation programme, (i) arrangements are made for new directors to attend relevant seminars organized by established institutions, such as the Singapore Institute of Directors, to update new directors on the latest changes in the regulatory environment of which the Group operates, and (ii) visits to facilities and offices of the APGL Group to facilitate directors' understanding of the businesses and operations of the Group. Mr Ronald Issen attended the orientation programme arranged by the Group when he was appointed as director on 1 November 2015, and orientation for Mr Tan Huay Lim is being arranged within the first half of financial year 2016.

Directors are continually and regularly updated on the Group's businesses, the business environment that the Group operates in, and any relevant legislative and regulatory changes applicable to the Group and its businesses at each meeting of the Board. The NC reviews and recommends the training and development requirements of the Board. During the year, the Board was briefed by external consultants on the Group's responsibilities in connection with the changes to the Companies Act that took place on 1 July 2015 and came into effect on 3 January 2016, and changes to the SGX listing rules that took place on 7 October 2015, such external consultants were appointed by the Board upon the recommendation of the NC. Directors are also encouraged to be members of the Singapore Institute of Directors which provides updates and training relevant to the development of directors. Directors have through the financial year ended 2015, attended various seminars and conferences as part of their individual development, of which are either funded by themselves or with those programmes approved by the NC, through APGL.

Principle 2: Board Composition and Balance

There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management and 10% shareholders. No individual or small group of individuals should be allowed to dominate the Board's decision making.

As at the Latest Practicable Date, the APGL Board consists of two executive Directors as compared to five nonexecutive directors, and four independent Directors as compared to three non-independent directors, with a total of seven Directors in all which forms the Board. The profile of the Directors and their key information may be found at pages 16 to 21, and 45 to 47 of the Annual Report, respectively.

The Board, with the assistance of the NC conducts an annual review of the size and composition of the Board to ensure that both aspects continue to meet the needs of the Group and the Board. When reviewing the size and composition of the Board, the NC takes into consideration various factors, among others, such as, (i) the independence and executive status of the Chairman of the Board, (ii) the balance of diversity of skills, experience, gender and knowledge, (iii) balance between executive and non-executive members, (iv) balance between independent and non-independent members, (v) the presence of a lead independent director, and (vi) market benchmarks of listed companies in Singapore.

Whilst the Articles of Association allows for the appointment of a maximum of 12 directors, the NC is of the view that its current size and composition is appropriate for the scope and nature of the Group's businesses and operations, and for facilitating effective discussion and decision-making within the Board. The current size of the Board is in the NC's view not so large as to be unwieldy, or as would interfere with efficient decision-making. There is a strong and independent element on the Board which is in the NC's view fundamental to good corporate governance, and no individual or group dominates the Board's decision-making process. Independent directors make up more than half of the Board's composition, and non-executive directors continue to form the majority of the Board. There are no alternate directors appointed to the Board.

The Board, with the assistance of the NC is proactive in seeking to maintain an appropriate balance of expertise, gender, skills and attributes among the Directors, and this is reflected in the diversity of backgrounds of each of the Directors. Such competency includes banking, finance, accounting, legal, relevant industry knowledge, entrepreneurial and management experience, familiarity with relevant regulatory requirements and risk management. This diversity and competency allows management to tap on the broad range of views and perspective and the breadth of experience of its directors.

Principle 3: Chairman and Chief Executive Officer

There should be a clear division of responsibilities between the leadership of the Board and the executives responsible for managing the company's business. No one individual should represent a considerable concentration of power.

In the absence of a Group Chief Executive Officer, Mr Oo Hoe Hee Chris, the Group Chief Operating Officer ("Group COO") sees to the day-to-day matters of APGL. The Chairman and the Group COO are separate persons thereby ensuring that there is an appropriate balance and separation of power and authority, and clear division of responsibilities and accountability. The Chairman who is an independent non-executive director is not related to the Group COO. There is no business relationship between the Chairman and the Group COO, and the Chairman does not hold any shareholding interests in APGL.

The role of the Chairman includes:

  1. leading the Board and ensuring its effectiveness by steering effective, productive and comprehensive discussions amongst Board members and management on strategic, business and other key issues pertinent to the business and operations of the Group;
  2. encouraging active and effective engagement, participation by and contribution from all Directors, and facilitates constructive relations among and between the Board and management;
  3. with the full support of the Board, the Company Secretary and management, the Chairman heads APGL's drive to promote, attain and maintain high standards of corporate governance and transparency;
  4. promoting effective communication with shareholders on the performance of the Group;
  5. ensuring that Directors are provided with clear, complete and timely information in order to make sound informed decisions; and
  6. encouraging constructive relations between the Board and management and between members of the Board.

In addition to the Chairman, a lead independent director is appointed by the Board to serve in a lead capacity to coordinate the activities of the independent directors. The lead independent director's role would include assisting the Chairman to ensure effective corporate governance in the management of the affairs of the Board and the Group. The lead independent director is available to shareholders if there are concerns relating to matters which contact through the normal channels to the Chairman is deemed inappropriate by shareholders. Mr Tan Huay Lim, through the approval of the Board has been appointed the lead independent director of APGL, to hold office for financial years ending 2016 and 2017.

The Group COO bears executive responsibility for implementing the Board's decisions and policies, and oversees APGL's businesses, and its day-to-day operations through the executive directors of APGL's business units and the senior management team. The executive directors are accountable to the Board for the conduct and performance of APGL's businesses and operations.

Principle 4: Board Membership

There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.

The establishment of the NC is mandated by Article 106 of the Articles of Association and as at the Latest Practicable Date consists of the following members:

  1. Mr Edwin Neo was appointed Chairman of the NC on 1 March 2016 with the approval of the Board following the resignation of Dr Lim Boh Soon as a member of the Board on 29 February 2016.

The NC as at the Latest Practicable Date comprises of three directors, the majority of whom are independent. The Chairman of the NC, Mr Edwin Neo, is an independent non-executive director.

The NC is guided by written terms of reference endorsed by the Board and which sets out its duties and responsibilities. The principal function of the NC is to assist the Board in the following areas:

  1. the review and recommendation to the Board on all Board appointments, including any recommendations on the structure, size and composition of the Board taking into consideration the balance between executive and non-executive directors and between independent and non-independent directors and other relevant considerations;
  2. leads the process for the search, identification, evaluation and selection of suitable candidates for new directorships (both executive and non-executive) taking into consideration the skills, knowledge and experience required by the Board to discharge its responsibilities effectively and the needs and requirements of the Group. In this respect, the NC would appoint executive search professionals and consider recommendations and referrals from the industry, to identify potential nominees. A rigorous interview process involving the NC and the Board shall take place prior to any appointment;
  3. the review and recommendation to the Board on the proposed objective performance criteria to be adopted by the Board;
  4. the review of Directors independence in accordance with the Independence Guidelines;
  5. the implementation of an annual evaluation and assessment of the performance of the Board as a whole and the contribution of each Director to the effectiveness and performance of the Board;
  6. the determination on whether Directors who hold multiple listed Board directorships and principal commitments are able to and have devoted sufficient time to discharge their responsibilities adequately as required under the 2012 Code. The Board, with the assistance of the NC has as part of its annual review, taken into account, among others (i) the contributions by Directors to and during meetings of the Board and relevant Board Committees, (ii) the results of the Board evaluation of its performance, and (iii) the directorships and principal commitments of individual Directors, and is of the view that requiring a cap on the number of listed company board representations on each of its Directors is not required as despite the current directorships and principal commitments of individual directors, the commitment of Directors, and their deliberations and decisions, are not hindered by such directorships and commitments;
  7. the review and endorsement of all proposed senior management appointments;
  8. the review and endorsement of any training and development programmes of the Board and its Directors; and
  9. the review and endorsement of succession plans for Board members, the Group Chief Executive Officer and senior management.

Article 91 of the Articles of Association requires one third of the Board to retire by rotation at every Annual General Meeting and such retired Directors pursuant to Article 91 are eligible for re-election. At the Annual General Meeting of APGL held on 29 April 2015 (the "2015 AGM"), Dr Stephen Riady and Mr Bryan Chang were re-elected as directors of APGL pursuant to Article 91 of the Articles of Association. Further, Dr Andy Adhiwana was re-elected pursuant to Article 97 of the Articles of Association, which requires new directors appointed by the Board to stand for re-election at the next Annual General Meeting. The nomination of Dr Stephen Riady, Dr Andy Adhiwana and Mr Bryan Chang were all recommended by the NC and endorsed by the Board for reelection by shareholders at the 2015 AGM.

Nomination of Directors

The Board, with the assistance and endorsement of the NC, has on 27 February 2015 adopted an updated framework by which it would apply to the review of all new and existing directors, prior to their nomination for election or re-election. The framework (the "Nomination Framework") includes, but is not limited to, a review of:

  1. the candidate's qualifications, experience and reputation;
  2. the size and composition of the Board;
  3. the performance and effectiveness of the Board (taking into consideration the annual performance evaluation of the Board, among other relevant assessments) with a view to determine how the nominated candidate would assist to contribute towards increasing the performance and effectiveness of the Board;
  4. the skills, expertise and experience of the nominated candidate with a view to determine whether the candidate's appointment would benefit APGL and the deliberations and decisions of the Board; and
  5. such other considerations that the NC deems appropriate.

A combination of publicly available searches, background checks and interviews will be conducted to assist the Board and the NC in their deliberation, before coming to a decision in recommending any nomination of candidates for election or re-election.

Pursuant to Article 91 of the Articles of Association, Mr Albert Saychuan Cheok and Mr Edwin Neo have been proposed for re-election as directors at the forthcoming Annual General Meeting of APGL to be held on 29 April 2016 (the "2016 AGM"). Further, Mr Ronald Issen, who was appointed on 1 November 2015, and Mr Tan Huay Lim, who was appointed on 1 March 2016, shall be proposed for re-election under Article 97 of the Articles of Association. The appointments of Mr Albert Saychuan Cheok, Mr Edwin Neo, Mr Ronald Issen and Mr Tan Huay Lim have been reviewed by the NC in accordance with its Nomination Framework, and following such review approved by the Board and endorsed by the NC for re-election.

Independence of Directors

The independence of each director is reviewed annually by the NC based on guidelines of independence which incorporates the guidelines under the 2012 Code. The review of each director's independence by the NC takes into consideration the following:

  1. the independence guidelines under the 2012 Code;
  2. the written declarations of independence by each director, which is made annually;
  3. the relationship (if any) between the director and APGL or its subsidiaries, through his interests in shareholdings, contractual relations or otherwise;
  4. the relationship (if any) between the director and shareholders of APGL, through his interests in shareholdings, contractual relations or otherwise;
  5. the directors conduct and objectivity in the discussion of matters before the Board and relevant Board committees; and
  6. the interests of the director as disclosed throughout the relevant financial year,

(collectively, the "Independence Framework").

The NC has in relation to the financial year ended 31 December 2015 and upon the appointment of each new Director, carried out the review of independence of each Director in accordance with the Independence Framework, and following such review has determined the independence status of the Directors to be as follows:

Notes:
  1. Mr Ronald Issen was appointed Non-Executive Director with effect on 1 November 2015.
  2. Mr Tan Huay Lim was appointed Lead Independent Director and Non-Executive Director with effect on 1 March 2016.

Taking into consideration that Mr Albert Saychuan Cheok has served on the APGL Board for more than ten years, the NC has further in particular reviewed Mr Cheok's independence and has determined that Mr Cheok has maintained his independence in accordance with the Independence Framework and has contributed significantly to the discussion on matters before the Board, which includes matters relating to the strategic direction and corporate governance of APGL. Mr Cheok's independence and objective leadership of the Board, his depth of experience and skill, makes him an invaluable member of the Board.

Principle 5: Board Performance

There should be a formal annual assessment of the effectiveness of the Board as a whole and its board committees and the contribution by each director to the effectiveness of the Board.

The Board, with the assistance of the NC has established and implemented a formal process for evaluating and assessing the effectiveness of the Board as a whole and the contributions by each Director to the effectiveness and performance of the Board. This evaluation and assessment exercise is carried out annually. If required, independent external consultants are engaged to facilitate the evaluation.

The Board's evaluation and assessment covers areas such as Board Composition, Board Information, Board Process, Internal Controls and Risk Management, Board Accountability, the Board's relationship with the Group's senior management and Standards of Conduct. Each Director evaluates and assesses the Board and their individual performance, the results of which are consolidated, analysed and discussed within the NC, which includes a comparison with the results of the preceding financial year. As part of the evaluation carried out by the Board, members of the Board considered whether fellow members are able to and have adequately carried out their duties as directors of APGL especially when directors have multiple board representations and principal commitments. The results are reported to the Board and areas to be strengthened are identified, and led by the Chairman of the Board, acted upon by the Directors.

The NC reviewed the evaluation and assessment criteria and process in financial year 2014, whereupon the criteria and process was updated to ensure that the same is up-to-date and meets the requirements of the Board and the 2012 Code, the criteria of which allows the Board to make comparisons with industry peers and its own performance for the preceding year. The revised and updated criteria and process as adopted continues to apply to the Board's evaluation and assessment for financial year 2015.

Based on the evaluation and assessment carried out by the NC on the Board and each Director for the financial year ended 31 December 2015, it is the Board's collective view that the Board and the Board Committees have operated effectively and each Director is contributing to the overall effectiveness of the Board.

Principle 6: Access to Information

In order to fulfil their responsibilities, directors should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and responsibilities.

Management prepares and provides the Board with detailed Board papers specifying relevant information and commercial rationale for each proposal for which Board approval is sought. Such information includes relevant financial forecasts, risk analysis, mitigation strategies, feasibility studies and key commercial issues for the Board's attention and consideration. Reports on major operational matters, business development and activities, financial performance, potential investment opportunities and budgets are also circulated to the Board for approval.

Directors are provided with accurate, complete and timely information by management, facilitated by the Company Secretary. Board papers on matters to be discussed by the Board and Board Committees are circulated to Directors not less than one week before the relevant meeting to allow for the Board time to review and consider the papers and documents. As and when required by Directors, documents and information are provided by management to the Board.

Board activities are scheduled prior to the commencement of each year. The Company Secretary attends all Board meetings, ensures that Board procedures are complied with, and provides advice and guidance on corporate governance, legal and regulatory compliance matters. The Company Secretary is further appointed the secretary of the Board Committees in accordance with their respective terms of reference. Under the direction of the Chairman (and where relevant the chairpersons of each Board Committee), the Company Secretary facilitates and acts as a channel of communication between management and members of the Board thereby ensuring a smooth flow of information. The Company Secretary is the primary channel of communication with the SGX-ST and relevant regulatory authorities.

Members of the Board have direct and unrestricted access to management and the Company Secretary. Members of management are invited to attend both Board and Board Committee meetings as and when required to facilitate discussions on the issues deliberated on and to respond and clarify to any queries the Board may have. Presentations are made by management periodically to update the Board and the Board Committee on the business and projects undertaken by the Group.

The Board may at APGL's expense seek and obtain independent professional advice where necessary to discharge its duties effectively.

REMUNERATION MATTERS

Principle 7: Procedures for Developing Remuneration Policies

There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration.

Principle 8: Level and Mix of Remuneration

The level and structure of remuneration should be aligned with the long-term interest and risk policies of the company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of the company, and (b) key management personnel to successfully manage the company. However, companies should avoid paying more than is necessary for this purpose.

Principle 9: Disclosure on remuneration

Every company should provide clear disclosure of its remuneration policies, level and mix of remuneration, and the procedure for setting remuneration, in the company's Annual Report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key management personnel, and performance.

The RC consists of the following non-executive independent directors:

Notes:
  1. Mr Ronald Issen was appointed a member of the RC on 1 January 2016.

The RC composes of three directors, the majority of whom are independent. The Chairman of the RC is Mr Albert Saychuan Cheok, Chairman of the Board and an independent non-executive director.

The RC is guided by written terms of reference endorsed by the Board and which sets out its duties and responsibilities. The principal function of the RC is to assist the Board in the following areas:

  1. the establishment of a formal and transparent process for developing the remuneration framework and policies applicable to the directors, senior management and executives of the Group, such process, framework and relevant policies, as endorsed by the RC, are recommended to the Board for approval;
  2. determines the remuneration package and service terms of individual directors, the Group Chief Executive Officer, the Group Chief Operating Officer, the Group Chief Financial Officer, and the Group Legal Counsel and Company Secretary. The RC also reviews the remuneration packages and services terms of other senior managers of the Group;
  3. reviews and recommends for endorsement of the Board the annual fees payable to Directors; and
  4. reviews and recommends for endorsement of the Board the annual discretionary bonus and increments of the Group taking into consideration the performance of the Group.

The RC reviews and approves the performance targets of the Group COO and the Group CFO, and evaluates their performances periodically. For financial year ended 2015, the remuneration package of the Group COO and the Group CFO includes performance related incentives that depend on the performance of the Group in meeting short-term targets.

In recommending to the Board the remuneration policy to be adopted, together with the level and mix of remuneration of directors and senior managers, the RC's objective is to draw, build, motivate and retain high performing directors and senior managers, to ensure that the Group's businesses grow sustainably, efficiently and profitably. In its deliberation, the RC takes into consideration relevant industry practices and benchmarks.

The RC may from time to time, and where necessary, seek advice from external consultants in framing the remuneration framework and policy of directors and senior management, and determining the level and mix of remuneration. Mercer (Singapore) Pte. Ltd. ("Remuneration Consultants"), remuneration consultants, were appointed during the financial year ended 31 December 2013, to advise the RC on the adequacy of the remuneration policies of senior management and employees of the Group, and the level and mix of remuneration that the Group should adopt taking into consideration the objectives of the Group and the nature of the Group's businesses. The Remuneration Consultants updated the RC on the current industry practices and provided a comparison between the Group's remuneration policies against relevant industry benchmarks to ensure that the Group's remuneration policies remain competitive. The Remuneration Consultants do not have any relationship with the Group that would affect its independence and objectivity. Taking into consideration that the review by the Remuneration Consultants took place in financial year ended 31 December 2013, no review was carried out for financial year ended 31 December 2015.

The Group's compensation framework for employees of the Group other than senior managers comprises of fixed remuneration, performance bonuses, allowances and benefits. The performance bonus component and long-term incentives are both linked to the Group and individual's performance. An appraisal of such employees within the Group is conducted annually, their performance assessed, and bonuses and increments are decided based on such assessment.

Remuneration of Non-Executive Directors

Remuneration of Non-Executive Directors for Financial Year ended 31 December 2015

Notes:
  1. Directors fees of non-executive directors are paid by APGL annually. All directors' fees paid by APGL are subject to the approval by shareholders at the Annual General Meeting.
  2. Dr Lim Boh Soon resigned as a Non-Executive Director of the Board with effect from 29 February 2016.
  3. Dr Ronnie Tan Keh Poo resigned as a Non-Executive Director with effect from 29 February 2016.
  4. Mr Ronald Issen was appointed Non-Executive Director with effect on 1 November 2015.

The RC takes into account the contribution and responsibilities, including the attendance and time spent at Board meetings and Board Committee meetings, when it determines the remuneration framework applicable to all directors. Directors are paid a basic fee and attendance fees for attending Board meetings. The Chairman and the lead independent director are paid additional fees for their role and responsibility. Directors do not decide on their own fees and the directors' fee structure is reviewed periodically by the RC. Following a review undertaken in the financial year ended 31 December 2013, a review was carried out by the RC at the beginning of the financial year ending 2016 which is no less than two (2) years in accordance with the review policy adopted by the Board, and have concluded that the current remuneration framework fairly compensates non-executive directors for their skills, contributions and time commitments, as well as for the responsibilities that their role entails, and continues to meet the needs and the requirements of the Company.

For the financial year ended 31 December 2015, the fees for non-executive directors comprises of a basic retainer fee, additional fees for specific appointments on Board and Board Committees, and attendance fees for Board and Board Committee meetings.

Directors' fees are subject to the approval of shareholders at an Annual General Meeting and are paid annually upon such approval. Non-executive directors have no service contracts as the Articles of Association govern the terms of directors appointment. There are no employees who are immediate family members of the Directors and the Group CEO whose aggregate remuneration is more than S$50,000 for the financial year ended 2015. There are no termination, retirement and post-employment benefits granted to non-executive directors and the Group does not adopt any retirement benefit and share-based compensation schemes. For the financial year ended 2015, no such termination, retirement and post-employment benefits were paid to non-executive directors.

Remuneration of Executive Directors

The remuneration and terms of appointment of Dr Stephen Riady and Dr Andy Adhiwana, executive directors of the Board, have been individually negotiated and endorsed by the Board pursuant to the recommendation of the RC. The aggregate remuneration received by executive directors amount to S$1,415,977.77 for the financial year ended 2015, which includes a fixed salary, bonuses, allowances and other benefits. Any renewals of their respective employment are subject to the review of the NC and the approval of the Board. Executive directors do not receive director's fees in connection with their appointment as directors to the Board. The aggregate remuneration of each executive director and a breakdown in percentage of such remuneration are set out below:

Remuneration of Executive Directors for Financial Year ended 31 December 2015

Notes:
  1. Excludes fixed allowances but includes CPF contributions.
  2. Ms Saw Phaik Hwa resigned as executive director with effect on 1 March 2015 and as Group CEO with effect on 30 April 2015.

The appointment of each executive director is contractual and each term of appointment does not exceed three years. Upon the completion of each term, the NC reviews the appointment in accordance with the Nomination Framework.

Remuneration of Senior Management

The Group's compensation framework for senior management composes of fixed remuneration, performance bonuses, allowances and benefits, and long-term incentives. The performance bonus component and long-term incentives are both linked to the Group and individual's performance. An appraisal of senior managers is carried out annually and their performance is assessed based on individual key-performance indicators and targets of the Group. Performance bonuses and long-term incentives are decided based on such assessment.

Both short-term performance bonuses and long-term incentives serve to encourage the delivery of sustainable growth and shareholder value. Allowances and benefits are commensurate with local market practice. Longterm incentives include lump sum bonuses paid upon the Group meeting short-term and long-term targets over a fixed period of time. The Group does not implement any share option schemes as part of its long-term incentive strategy.

There are no termination, retirement and post-employment benefits granted to executive directors and senior management of the Group. For the financial year ended 2015, no such termination, retirement and post-employment benefits were paid. The Group does not adopt any retirement benefit and share-based compensation schemes for executive directors and senior management.

The top key executives as at the Latest Practicable Date, excluding Dr Stephen Riady and Dr Andy Adhiwana, are (i) Mr Oo Hoe Hee Chris, Group COO, (ii) Mr Lawrence Yeo, Group Chief Financial Officer ("Group CFO"), and (iii) Mr Tan T'eng Ta' Benedict, Group Legal Counsel and Company Secretary.

As at financial year ended 31 December 2015, excluding Dr Stephen Riady, Dr Andy Adhiwana and Ms Saw Phaik Hwa, the top key executives were (i) Mr Oo Hoe Hee Chris, Group COO, (ii) Mr Tan Kai Teck, Group CFO, (iii) Ms Dora Chong Lee Buay, Chief Executive Officer - Food Group; and (iv) Mr Tan T'eng Ta' Benedict, Group Legal Counsel and Company Secretary. Their aggregate total remuneration for the financial year ended 2015 was S$1,503,977.53, and a breakdown in percentage of each executive's remuneration is set out below:

Notes:
  1. Excludes fixed allowances but includes CPF contributions.
  2. Mr Oo Hoe Hee Chris was appointed as Group COO with effect on 15 May 2015.
  3. Ms Dora Chong Lee Buay resigned as Chief Executive Officer - Food Group with effect on 16 July 2015.

ACCOUNTABILITY AND AUDIT

Principle 10: Accountability

The Board should present a balanced and understandable assessment of the company's performance, position and prospects.

APGL prepares its financial statements in accordance with the Singapore Financial Reporting Standards ("SFRS") prescribed by the Accounting Standards Council of Singapore. The Board provides shareholders with quarterly and annual financial reports released through announcements with SGX-ST and where appropriate. In any communication of financial results, the Group aims to present a balanced and clear assessment of the Group's performance, position and prospects.

Principle 11: Risk Management and Internal Controls

The Board is responsible for the governance of risk. The Board should ensure that Management maintains a sound system of risk management and internal controls to safeguard shareholders' interests and the company's assets, and should determine the nature and extent of the significant risks which the Board is willing to take in achieving its strategic objectives.

Principle 12: Audit Committee

The Board should establish an Audit Committee ("AC") with written terms of reference which clearly set out its authority and duties

The Group maintains a sound internal control and risk management system with a view to safeguard its assets and shareholder investment led by the Board with the assistance of the ARC.

As at the Latest Practicable Date, the ARC consists of the following non-executive directors:

Note:
  1. Mr Ronald Issen and Mr Tan Huay Lim were appointed as members of the ARC on 1 March 2016 following the resignation of Dr Lim Boh Soon and Dr Ronnie Tan Keh Poo as members of the Board on 29 February 2016.

The ARC composes of three directors, of whom Mr Bryan Chang Yew Chan and Mr Tan Huay Lim are independent. The Chairman of the ARC, Mr Bryan Chang Yew Chan, an independent non-executive director, has a Degree in Accountancy, and is a fellow member of the Institute of Singapore Chartered Accountants and the Certified Public Accountants of Australia. The collective wealth of expertise and experience on accounting and financial management of members of the ARC allows the ARC to discharge its function effectively. The NC is of the view that members of the ARC are appropriately qualified and have such relevant financial management expertise and experience.

The ARC is guided by written terms of reference endorsed by the Board and which sets out its duties and responsibilities. The principal function of the ARC is to assist the Board in the following areas:

  1. reviews and recommends for approval of the Board the quarterly and full-year financial results and related announcement to be released on SGX-ST;
  2. assist the Board to oversee the internal controls and risk management framework, policies and processes of the Group, including carrying out periodical evaluations of the framework, policies and processes;
  3. reviews the Group's strategy, policies, ERM framework, processes and procedures for identifying, measuring, reporting and mitigating key risks in the Group's businesses and operations;
  4. provides guidance to management and renders assistance to the Board to determine the nature and extent of significant risks, which the Board would be willing to take in achieving the Group's strategic objectives;
  5. recommends to the Board for approval the appointment, re-appointment or removal of internal and external auditors, including their remuneration and terms of engagement;
  6. reviews the adequacy and effectiveness of appointed internal auditors, including the adequacy of internal audit resources;
  7. reviews and evaluates the audit plans proposed by the external and internal auditors, including the scope of such plans;
  8. reviews and evaluates external and internal audit reports, including any recommendations by auditors and responses to those recommendations;
  9. review whistle-blowing investigations within the Group and ensuring appropriate follow-up in accordance with the Group's whistle-blowing policy;
  10. reports any material matters, findings and recommendations to the Board.

The ARC through the assistance of internal and external auditors, reviews and reports to the Board on the adequacy of the Group's system of controls established by management, including financial, operational and compliance controls. In assessing the effectiveness of internal controls, the ARC ensures primarily that key objectives are met, material assets are properly safeguarded, fraud or errors in the accounting records are prevented or detected, accounting records are accurate and complete, and reliable financial information is prepared in compliance with applicable internal policies, laws and regulations.

Following the nomination of the ARC to assist the Board in its risk management role, the ARC reviews the adequacy of the Group's risk management framework to ensure that a robust risk management framework is in place. The ARC, assisted by external consultants, has commenced putting in place an enterprise risk management ("ERM") framework to enhance its risk management capabilities. Key risks, mitigating measures and management actions have been identified, reviewed and monitored as part of the ERM implementation process. A detailed report on the risk management framework is set out within the risk management report found at page 48.

External Auditors

The ARC conducted an annual review of the scope and results of audit by Ernst & Young LLP ("EY"), the incumbent external auditor, its cost effectiveness, as well as the independence and objectivity of EY, as external auditor for the financial year ended 2015. It also reviewed all non-audit services provided by EY, and the aggregate amount of audit fees paid to them in connection with such non-audit services, as tax consultants. Following such review, there was no non-audit fees paid to EY and its related entities for financial year ended 2015. In reviewing EY's independence, the ARC took into consideration, among others (i) EY's written confirmation of independence, (ii) that EY has not performed any services in connection with APGL and its subsidiaries that would result in EY functioning in the role of managing and auditing its own work or serving in advocacy roles for APGL and its subsidiaries (other than advocacy roles relating to tax representations), (iii) the non-audit services rendered by EY and its related entities for financial year ended 2015, and (iv) the non-audit fees paid to EY for financial year ended 2015 as compared to the audit fees. Following such review, the ARC is satisfied that neither the independence nor the objectivity of external auditor is put at risk, and that the external auditor is still able to meet the audit requirements and statutory obligations of the Group.

In recommending the re-appointment of the external auditor, the ARC has further taken into consideration the adequacy of resources, the experience of the supervising partner and his team that have been assigned to the audit of the Group, and the size of complexity of the Group, its businesses and operations. Following its review, the ARC is confident that EY will be able to carry out its function as external auditor of the Group for financial year ending 2016.

APGL has in financial year 2015 and all preceding years complied with rule 712 and 715 (read with rule 716) of the Listing Manual of the SGX-ST in relation to its auditing firms.

Meeting with Internal and External Auditors

The ARC meets with both internal and external auditors without the presence of management at least once a year to discuss and review the competency and adequacy of the finance function, to ascertain any material weaknesses or control deficiencies in the Group's financial reporting and operational systems.

Whistle Blowing Policy

The Group has within the financial year ended 31 December 2013 reviewed and updated its whistle-blowing policy. The policy provides an independent feedback channel through which matters of concern about possible improprieties in matters of financial reporting or other matters may be raised by employees and external parties in confidence and in good faith. The salient terms of the policy and the contract details under the policy may be found on APGL's website. The policy does not disregard anonymous complaints and all complaints are investigated in accordance with the terms of the policy.

Adequacy of Internal Controls and Risk Management Systems

The Board has adopted an assurance framework to determine the adequacy and effectiveness of internal controls which includes, (i) the appointment of the ARC to assist the Board in overseeing the internal controls and risk management of the Group, (ii) the appointment of internal and external auditors, (iii) periodical reports and assurances from relevant senior managers, (iv) the adoption of a risk management policy, (v) the establishment and adoption of an enterprise risk management framework and (vi) the adoption of industry-wide certified risk monitoring methodology.

Pursuant to Rule 1207 (10) of the Listing Manual of the SGX-ST and Principle 11 of the 2012 Code of the Group COO, the Group CFO and the Group Legal Counsel/Head of Risk Management have in connection with the assurance framework, each given their written assurance:

  1. that the financial records have been properly maintained and the financial statements give a true and fair view of APGL's operations and finances; and
  2. the system of risk management and internal controls in place within APGL is adequate and effective in addressing the material risks in APGL in its current business environment, including material, financial, operational, compliance and information technology risks.

Based on the internal controls established and maintained by the APGL Group, work performed by internal and external auditors in accordance with agreed audit plans, reviews performed by management and various Board committees, with the assistance of external consultants, the implementation of relevant procedures and policies with the assistance of relevant technology, the established risk management framework and the assurances from the Group COO, Group CFO and the Group Legal Counsel/Head of Risk Management, the Board, with the concurrence of the ARC, is of the opinion that the APGL Group's internal controls are adequate and effective as at 31 December 2015 to address financial, operational and compliance risks, which the Group considers relevant and material to its operations.

The Board notes that (i) the system of internal controls and risk management provides reasonable, but not absolute, assurance that the Group will not be adversely affected by an event that could be reasonably foreseen as it strives to achieve its business objectives, and (ii) no system of internal controls and risk management can provide absolute assurance in this regard, or absolute assurance against the occurrence of material errors, poor judgment in decision-making, human error, losses, fraud or other irregularities.

Principle 13: Internal Audit

The company should establish an effective internal audit function that is adequately resourced and independent of the activities it audits.

To ensure that internal audit function meets the requirement of the Group, the ARC has endorsed the outsource of the internal audit function to RSM Ethos Pte Ltd ("RSM Ethos") for the financial year ended 31 December 2015. The internal auditors report directly to the ARC on audit matters and in carrying out its internal audit functions, has adopted the Standards for Professional Practice of Internal Auditing set by The Institute of Internal Auditors.

The ARC has in its endorsement to appoint RSM Ethos taken into consideration the resources, the qualifications and experience of the persons undertaking the service to the Group under RSM Ethos, the fees and standing of RSM Ethos in its appointment as internal auditors of the Group. The ARC shall continue to review and monitor the adequacy and effectiveness of RSM Ethos throughout its term of appointment. The ARC is of the view that RSM Ethos has adequate resources and appropriate standing within the Group to perform its function effectively. RSM Ethos reports directly to the Chairman of the ARC.

During the financial year ended 31 December 2015, RSM Ethos conducted its audit reviews based on ARC approved internal audit plans. All audit reports detailing audit findings and recommendations are provided to management who would respond on the actions to be taken. In accordance with the approved audit plan, audit reports are submitted to RSM Ethos and discussed at relevant ARC meetings, such reports of which includes a status of the audit plan, audit findings, recommendations of RSM Ethos, the risk ratings of each finding and actions taken by management. The ARC monitors the timely and proper implementation of required corrective, preventive or improvement measures.

SHAREHOLDER RIGHTS AND RESPONSIBILITIES

Principle 14: Shareholders Rights

Companies should treat all shareholders fairly and equitably, and should recognise, protect and facilitate the exercise of shareholders' rights, and continually review and update such governance arrangements.

Principle 15: Communication with Shareholders

Companies should actively engage their shareholders and put in place an investor relations policy to promote regular, effective and fair communication with shareholders.

Principle 16: Conduct of Shareholder Meetings

Companies should encourage greater shareholder participation at general meetings of shareholders, and allow shareholders the opportunity to communicate their views on various matters affecting the company.

The Group believes in treating shareholders fairly and equitably and continues to make efforts to keep shareholders and other stakeholders informed timely and consistently of the Group's corporate activities, including any changes in the Group or its businesses that is likely to materially affect the price or value of its shares. APGL has an officer who is available to communicate with its investors and attends to their queries.

Shareholders are encouraged to participate actively and vote at general meetings of APGL. The Board believes that general meetings serve as an opportunity for shareholders to meet members of the Board and senior management, to foster a better understanding of the Group's businesses. Board members, senior management and external auditors are present at such meetings to respond to any questions from shareholders. External auditors are also present to address queries about the conduct of audit and the preparation and content of the auditors' report.

The Articles or Association allows all shareholders the right to appoint up to two proxies to attend and vote on their behalf at shareholders meetings. A copy of the annual report and notice of AGM are sent to all shareholders. Separate resolutions are proposed on each substantial separate issue at the meeting. Relevant rules and procedures governing such meetings are clearly communicated.

The adopted dividend policy ("the "Dividend Policy") by the Board came into effect on 1 May 2014, which sets out the key considerations that affect decisions on the declaration and the payment of dividends by APGL to its shareholders, such considerations of which includes among others, the availability of profits, projected growth of the Group, short-term and long-term interests of APGL, and capital requirements of APGL. At the last Annual General Meeting held on 29 April 2015, pursuant to the approval of shareholders, APGL declared and paid a one-tier tax-exempt final dividend of two (2) cents per share for the financial year ended 31 December 2014. Taking into consideration the financial performance of APGL for the financial year ended 31 December 2015 and the terms of the Dividend Policy, the Board shall not be proposing the declaration of any dividends for financial year ended 2015.

Dealings in Securities

In adherence to the SGX-ST Listing Rules on dealing in securities, the Board, following the recommendation of the ARC, has adopted a dealings policy that applies to APGL with effect on 12 August 2013 ("Dealings Policy"). Pursuant to the terms of the Dealings Policy, clear guidelines that applies to directors, officers and relevant employees of the Group have been documented, guidelines that follow the provisions under the SGXST Listing Rules. As part of its guidelines, directors and employees of the Group shall not deal in the Group's listed securities during the period commencing two weeks before the announcement of the Group's quarterly results, and one month before the announcement of its full year financial results, and ending on the date of such announcements.

Directors, officers and employees shall not trade in listed securities of the Group at any time while in possession of unpublished price sensitive information and to refrain from dealing with the Group's listed securities on short-term consideration. In accordance with listing rule 1207(19) of the SGX-ST Listing Rules, the Group issues quarterly reminders to its directors, officers and employees on such restrictions in dealings in listed securities of the Group. The Company Secretary monitors the Group's compliance to the policy and provides quarterly report of any dealings by Directors, officers and employees in breach of the policy to the ARC.

Interested Person Transactions Policy

A general mandate under Chapter 9 of the listing rules of SGX-ST with respect to interested person transactions was approved by shareholders at the last Annual General Meeting of APGL held on 29 April 2015 ("IPT Mandate"). The IPT Mandate enables APGL, its subsidiaries and its associated companies to enter into various transactions subject to the conditions of the IPT Mandate. Following and in connection with the adoption of the IPT Mandate, the Group has adopted a new interested person transaction policy ("IPT Policy") which came into effect on 11 November 2015 which sets out the framework ("IPT Framework") for the notification to and the approval by the ARC of interested person transactions ("IPT") in accordance with the IPT Mandate. Under the IPT Policy, the Group has established the IPT Framework to ensure that IPT transactions with related parties are undertaken in accordance with the IPT Mandate.

The Board, with the assistance of the ARC shall have overall responsibility for the implementation, monitoring and enforcement of the IPT Policy, and shall have the power to sub-delegate such implementation, monitoring and enforcement of the IPT Policy to individuals or committees within the Group as it deems appropriate.

The Board is responsible to ensure that all disclosure requirements on IPTs, including those required by prevailing legislation, the provisions under Chapter 9 or other applicable provisions under the Listing Manual of the SGXST and relevant accounting standards, are complied with.

APGL maintains a register of all transactions carried out by the Group with interested persons. On a quarterly basis, the ARC reviews all recorded IPTs entered into by the Group, and the basis of such transactions. The ARC shall review the IPTs as part of its standard procedures while examining the adequacy of the Group's internal controls.

The aggregate value of IPTs entered into during the financial year under review under Chapter 9 of the SGX-ST Listing Rules was as follows:-

Material Contracts involving Interests of Directors, Group CEO, Group COO or any Controlling Shareholder

Save for what has been disclosed in this report, there are no material contracts of the Group involving the interests of each director, the Group COO or controlling shareholder, either for the financial year ended 31 December 2015 or entered into since the end of the previous financial year.

BOARD OF DIRECTORS

Mr Albert Saychuan Cheok

Academic & Professional Qualification(s):
  • First Class Honours In Economics, University of Adelaide
  • Fellow of Australian Institute of Certified Public Accountants
  • Vice Governor of the Board of Governors of the Malaysian Institute of Corporate Governance
Present Directorships(as at 24 March 2016)
Listed Companies
  • Amplefield Limited
  • Adavale Resources Limited
  • Metal Reclamation Berhad
  • HongKong Chinese Limited
  • Macau Chinese Bank Limited
  • AcrossAsia Ltd
  • International Standard Resources Holdings Limited
  • China Aircraft Leasing Group Holdings Limited
Others
  • Bowsprit Capital Corporation Limited
  • LMIRT Management Ltd.

Principal Commitments:
Nil

Past directorships held over the preceding three years (From 1 January 2013 to 24 March 2016)
  • Export and Industry Bank of the Philippines (Vice Chairman)
  • IPP Financial Services Holdings Ltd
  • Metal Reclamation Bhd.
Others (including experience)
  • Previously Advisor of Australian Government Inquiry
  • Previously Chief Manager of Reserve Bank of Australia
  • Previously Deputy Commissioner of Banking of Hong Kong
  • Previously Executive Director (in charge of banking supervision) of Hong Kong Monetary Authority
  • Previously Chairman of Bangkok Bank Berhad

Dr Andy Adhiwana

Academic & Professional Qualification(s):
  • Bachelor of Medicine and Bachelor of Surgery, Heidelberg University
  • Doctorate in Medicine, Heidelberg University
  • "Dr. med." title with cum laude, Heidelberg University
  • Masters of Business Administration, National University of Singapore

Present Directorships (as at 24 March 2016):
Listed Companies
Nil

Others
Nil

Principal Commitments:
Nil

Past directorships held over the preceding three years (From 1 January 2013 to 24 March 2016):
Nil
Others (including experience)
Nil

Mr Ronald Issen

Academic & Professional Qualification(s):
  • Master of Business Administration, Stanford University
  • EJ Gallo Foundation Fellow, Stanford University
  • Bachelor of Arts, cum laude with honors, Williams College
Present Directorships (as at 24 March 2016)
Listed Companies
  • City e-Solutions Limited
  • M&C REIT Management Limited
  • M&C Business Trust Management Limited
Others:
  • Issen & Company Limited
  • Capella Hotel Group Asia Pte. Ltd.
  • Stanford GSB Chapter of Hong Kong Limited

Principal Commitments:
Nil

Past directorships held over the preceding three years (From 1 January 2013 to 24 March 2016)
Food Junction Holdings Limited
Others (including experience):
Nil

Mr Tan Huay Lim

Academic & Professional Qualification(s):
  • Bachelor of Commerce (Accountancy), Nanyang University
  • Fellow Member of the Institute of Singapore Chartered Accountants>
  • Fellow Member of the Association of Chartered Certified Accountants, UK
  • Fellow Member of the Certified Practising Accountants Australia

Present Directorships (as at 24 March 2016)
Listed Companies
Hong Leong Asia Ltd.

Others:
  • Greenix Limited
  • Singapore Hokkien Huay Kuan
  • Ren Ci Hospital

Principal Commitments:
Nil

Past directorships held over the preceding three years (From 1 January 2013 to 24 March 2016)
Nil
Others (including experience):
  • Previously an Audit Partner of KPMG LLP

Dr Lim Boh Soon

(information is based on the date of Dr Lim's resignation as at 29 February 2016)
Appointment
Independent Non-Executive Director
Date of first appointment as a director:
23 February 2006
Date of resignation as a director:
29 February 2016

Academic & Professional Qualification(s)
  • Bachelor of Science In Mechanical Engineering, University of Strathclyde
  • PhD In Mechanical Engineering, University of Strathclyde
  • Diploma In Marketing Management, Singapore Institute of Management
  • Diploma In Marketing Management, Chartered Institute of Management, United Kingdom
Present Directorships
  • CSE Global Limited
  • Jumbo Group Limited
  • AcrossAsia Ltd
Past directorships held
  • SMTrack Berhad

Ms Saw Phaik Hwa

(information is based on the date of Ms Saw's resignation as at 1 March 2015)
Appointment
Executive Director & Group Chief Executive Officer
Date of first appointment as a director:
25 July 2012
Date of resignation as a director:
1 March 2015

Academic & Professional Qualification(s)
  • Second Upper Class Honours in Biochemistry, University of Singapore
  • Advanced Management Programme, University of Hawaii
Present Directorships
  • The Hour Glass Limited
Others
  • The Esplanade Co Ltd
Past Directorships
  • SMRT Corporation Ltd

Dr Stephen Riady

Academic & Professional Qualification(s):
  • Bachelor Degree of Business Administration, University of Southern California
  • Master Degree of Business Administration, Golden Gate University
  • Honorary Degree of Doctor of Business Administration, Edinburgh Napier University
  • Honorary University Fellow, Hong Kong Baptist University
Present Directorships (as at 24 March 2016)
Listed Companies
  • Hongkong Chinese Limited
    (Executive Chairman)
  • Lippo China Resources Limited
    (Executive Chairman)
  • Lippo Limited (Executive Chairman)
  • OUE Limited (Executive Chairman)
Others
  • Nil
Principal Commitments:
  • University of Hong Kong Foundation for Education Development and Research (Founding Honorary Advisor)
  • The Better Hong Kong Foundation (Member of the Board of Trustees)
  • Advisory Council of One Country Two Systems Research Institute (Member)
  • Advisory Board of Sloan School of Management of Massachusetts Institute of Technology (Member)
  • Duke of Edinburgh's Award World Fellowship (Fellow)
  • The Incorporated Trustees of Volunteer Service Trust (Patron and Trustee)
Past directorships held over the preceding three years (From 1 January 2013 to 31 December 2015):
  • Dhillon Investment Limited (Non- Executive Chairman)
  • Tecwell Limited (Non-Executive Chairman)
  • Chung Po Investment and Development Company Limited (Non-Executive Chairman)
Others (including experience)
Nil

Mr Bryan Chang Yew Chan

Academic & Professional Qualification(s):
  • Bachelor Degree In Accountancy, National University of Singapore
  • Fellow Member of the Institute of Singapore Chartered Accountants
  • Fellow Member of The Certified Public Accountants Australia

Present Directorships (as at 24 March 2016)
Listed Companies
Nil

Others:
  • Shin Yang Services Pte. Ltd.
  • Espial Enterprises Ltd
  • Rebecca Enterprises Ltd
  • Atlantic Capital Group Ltd
  • Juno Shipping Ltd
  • Shin Yang Group Limited
  • Sumisho & Mitsuibussan Kenzai Ltd
  • Vision Classic Holdings Ltd
  • Tasmania Pte Ltd
  • Toucan Land Ltd
  • Toucan Buddy Ltd

Principal Commitments:
Nil

Past directorships held over the preceding three years (From 1 January 2013 to 24 March 2016)
Nil
Others (including experience):
Nil

Mr Edwin Neo

Academic & Professional Qualification(s):
  • Bachelor of Law Degree, University of Hong Kong
  • Post-graduate Certificate In Laws, University of Hong Kong
  • Solicitor of the Supreme Court of Hong Kong
  • Advocate and Solicitor of Supreme Court of Singapore
  • Solicitor of Supreme Court of England and Wales
  • Notary Public in Hong Kong
Present Directorships (as at 24 March 2016)
Listed Companies
  • Lippo Ltd.
  • Lippo China Resources Limited
Others:
  • Wise Jade Limited Hong Kong
  • Boomerang Limited
  • Universal Prospects Limited
  • Cyclix Limited
  • Loftiview Limited
  • Richpro Limited
  • Protop Investment Limited
  • Vestpro Limited
  • Clifton Way Limited
  • Prime Elite Limited
  • Trimart Limited
  • Eden Investments Limited

Principal Commitments:
Hoosenally & Neo (Partner)

Past directorships held over the preceding three years (From 1 January 2013 to 24 March 2016):
Nil
Others (including experience):
Nil

Dr Ronnie Tan Keh Poo

(information is based on the date of Dr Lim's resignation as at 29 February 2016)
Appointment
Independent Non-Executive Director
Date of first appointment as a director:
1 October 2004
Date of resignation as a director:
29 February 2016

Academic & Professional Qualification(s)
  • Medical Doctor, University of Melbourne
  • Master of Health Administration, Loma Linda University
Present Directorships
  • Bowsprit Capital Corporation Limited
Past directorships held
  • Greenix Limited