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The Company believes in having high standards of corporate governance, and is committed to making sure that effective selfregulatory corporate practices exist to protect the interests of its shareholders and maximise long-term shareholder value.
As required by the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX”), the following report describes the Company’s corporate governance practices with specific reference to the principles and guidelines set out in the Code of Corporate Governance 20051 (the “Code”).
BOARD'S CONDUCT OF AFFAIRS
Principle 1: Effective board to lead and control the company
The board’s responsibility is to oversee the business, assets, affairs and performance of the Company in the best interest of its shareholders. The principle functions of the board are to:
- decide on matters in relation to the Group’s activities which are of a significant nature, including decisions on strategic directions and guidelines and the approval of periodic plans and major investments and divestments;
- oversee the business and affairs of the Company, establish, with management, the strategies and financial objectives to be implemented by management, and monitor the performance of management;
- oversee processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance, and satisfy itself as to the adequacy of such processes; and
- assume responsibility for corporate governance.
All directors are expected to exercise independent judgment in the best interests of the Company. This is one of the performance criteria for the peer and self assessment of the effectiveness of the individual directors. Based on the results of the peer and self assessment carried out by the directors, all directors have discharged this duty consistently well.
To assist the board in the discharge of its oversight function, various board committees, namely, the Divestment and New Investment Committee, the Audit Committee, the Nominating Committee, the Remuneration and Share Option Committee and the Board Risk Committee have been constituted with clear written terms of reference. All the Committees are actively engaged and play an important role in ensuring good corporate governance in the Company and within the Group. The terms of reference of the respective board committees are disclosed in the Appendix to this report.
The board is scheduled to meet five times in 2008. However, adhoc non-scheduled board meetings are convened to deliberate on urgent substantive matters. Telephonic attendance and conference via audio-visual communication at board meetings are allowed under the Company’s Articles of Association. In 2007, six board meetings were convened. The directors’ attendance at board and board committee meetings held in 2007 is set out in the Appendix to this report.
The Company has adopted internal guidelines setting forth matters that require board approval. Under these guidelines, investments, acquisitions and disposals exceeding $30 million by any Group company, and all commitments to term loans and lines of credit from banks and financial institutions by the Company, require the approval of the board. Further, investments or acquisitions of $30 million and below but which do not have strategic fit with the Company’s core business but which are considered strategic investments for the long-term prospects of the Company, would require specific board approval. Each board member has equal responsibility to oversee the business and affairs of the Company. Management on the other hand is responsible for the day-to-day operation and administration of the Company in accordance with the policies and strategy set by the board.
A formal letter is sent to newly-appointed directors upon their appointment explaining their duties and obligations as director. All newly-appointed directors also undergo an orientation programme which includes management presentations on the Group’s businesses and strategic plans and objectives. The directors are provided with continuing education in areas such as corporate governance, changes in financial reporting standards and industry-related matters so as to update and refresh them on matters that affect their performance as board or board committee members.
BOARD COMPOSITION AND GUIDANCE
Principle 2: Strong and independent element on the board
The board currently has a majority of independent directors, with a total of seven directors, five of whom are considered independent2 by the Nominating Committee.
The Nominating Committee determines on an annual basis whether or not a director is independent, bearing in mind the Code’s definition of an “independent director” and guidance as to relationships the existence of which would deem a director not to be independent.
The Nominating Committee is of the view that taking into account the nature and scope of the Company’s operations, the current size of the board is appropriate for the time being for the board to discharge its duties and responsibilities effectively. The Nominating Committee is of the view that the board comprises directors who as a group provide core competencies such as accounting or finance, business or management experience, industry knowledge, strategic planning experience and customer-based experience or knowledge, required for the board to be effective.
The nature of the directors’ appointments on the board and details of their membership on board committees are set out in the Appendix hereto. The profile of each of the directors is set out on pages 14 to 18.
The board and management fully appreciate that fundamental to good corporate governance is an effective and robust board whose members engage in open and constructive debate and challenge management on its assumptions and proposals, and that for this to happen, the board, in particular, the non-executive directors, must be kept well informed of the Company’s businesses and affairs and be knowledgeable about the industry in which the businesses operate. The Company has therefore adopted initiatives to put in place processes to ensure that the non-executive directors are well supported by accurate, complete and timely information, have unrestricted access to management, and have sufficient time and resources to discharge their oversight function effectively.
The non-executive directors meet regularly without the presence of management to discuss matters such as the changes they would like to see in board processes, corporate governance initiatives and the performance of the Chief Executive Officer.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Principle 3: Chairman and Chief Executive Officer to be separate persons to ensure appropriate balance of power and authority, increased accountability and greater capacity of the board for independent decision making
The roles of Chairman and Chief Executive Officer are separate to ensure an appropriate balance of power, increased accountability and greater capacity of the board for independent decision making.
The Chairman, with the assistance of the Company Secretaries, schedules meetings and prepares meeting agenda in consultation with the Chief Executive Officer, to enable the board to perform its duties responsibly having regard to the flow of the Company’s business and operations. The Chairman monitors the flow of information from management to the board to ensure that all directors receive accurate, timely and clear information. He also encourages constructive relations between the board and management, and between the executive and non-executive directors. The Chairman also assists in ensuring compliance with corporate governance guidelines set by the Company, and that sound corporate governance practices are put in place.
The Chairman also ensures effective communication with shareholders.
Board membership
Principle 4: Formal and transparent process for appointment of new directors to the board
Nominating Committee
The Company has established a Nominating Committee to, among other things, make recommendations to the board on all board appointments. The Nominating Committee comprises three directors, two of whom (including the Chairman) are independent, namely:
| Dr Tan Tin Wee |
Chairman |
| Professor Bernard Tan Tiong Gie |
Member |
| Mr Teo Soon Hoe |
Member |
Process for appointment of new directors
The Nominating Committee recommended, and the board approved, a formal process for the selection of new directors to increase transparency of the nominating process in identifying and evaluating nominees for directors. The Nominating Committee leads the process and makes recommendations to the board as follows:
- Nominating Committee evaluates the balance of skills, knowledge and experience on the board and, in the light of such evaluation and in consultation with management, prepares a description of the role and the essential and desirable competencies for a particular appointment.
- External help (for example, Singapore Institute of Directors, search consultants, open advertisement) to be used to source for potential candidates if need be. Directors and management may also make suggestions.
- Nominating Committee meets with short-listed candidates to assess suitability and to ensure that the candidate(s) are aware of the expectations and the level of commitment required.
- Nominating Committee makes recommendations to the board for approval.
Criteria for appointment of new directors
All new appointments of directors are subject to the recommendation of the Nominating Committee based on the following objective criteria:
- Integrity
- Independent mindedness
- Diversity – Possess core competencies that meet the current needs of the Company and complement the skills and competencies of the existing directors on the board
- Ability to commit time and effort to carry out duties and responsibilities effectively – the proposed director is on not more than six principal boards
- Track record of making good decisions
- Experience in high-performing companies
- Financial literacy
The Nominating Committee also is charged with the responsibility of re-nomination of directors, having regard to the director’s contribution and performance (such as attendance, preparedness, participation and candour), with reference to the results of the assessment of the performance of the individual director by his peers for the previous financial year.
The directors submit themselves for re-nomination and re-election at regular intervals of at least once every three years. Pursuant to the Company’s Articles of Association, one-third of the directors retire from office at the Company’s annual general meeting, and a newly appointed director must submit himself for re-election at the annual general meeting immediately following his appointment.
As a matter of policy, a non-executive director would serve a maximum of two three-year terms of appointment. However, the board recognises the contribution of directors who over time have developed deep insight into the Group’s businesses and operations and who are therefore able to provide invaluable contribution to the board as a whole. In such cases, the board would exercise its discretion to extend the term and retain the services of the director rather than lose the benefit of his contribution.
The Nominating Committee is also charged with determining the “independence” status of the directors annually. Please refer to page 104 for the basis of the Nominating Committee’s determination as to whether a director should or should not be deemed independent.
The Nominating Committee also determines annually whether a director with multiple board representations is able to and has been adequately carrying out his duties as a director of the Company. The Nominating Committee took into account the results of the assessment of the effectiveness of the individual director, and the respective directors’ actual conduct on the board, in making the determination, and is satisfied that all the directors have been able to and have adequately carried out their duties as director notwithstanding their multiple board representations.
The Nominating Committee has adopted internal guidelines addressing competing time commitments that are faced when directors serve on multiple boards. As a guide, directors should not serve on more than six principal boards.
The following key information regarding directors is set out in the following pages of this Annual Report:
Pages 14 to 18: Academic and professional qualifications, date of first appointment as director, date of last re-election as director, directorships and chairmanships both present and past held over the preceding five years in other listed companies and other major appointments;
Page 116: Board committees served on (as a member or Chairman), whether appointment is executive or non-executive, whether considered by the Nominating Committee to be independent; and
Pages 54 to 55: Shareholding in the Company and its subsidiaries.
Board performance
Principle 5: Formal assessment of the effectiveness of the board as a whole and the contribution by each director to the effectiveness of the board
The board has implemented formal processes for assessing the effectiveness of the board as a whole, the contribution by each individual director to the effectiveness of the board, as well as the effectiveness of the Chairman of the board.
To ensure that the assessments are done promptly and fairly, the board has appointed an independent third party (the “Independent Co-ordinator”) to assist in collating and analysing the returns of the board members. Mr Chaly Mah, Managing Partner of Deloitte & Touche, was appointed for this role.
The evaluation processes and performance criteria are set out in the Appendix to this report.
The board assessment exercise provided an opportunity to obtain constructive feedback from each director on whether the board’s procedures and processes allowed him to discharge his duties effectively and the changes which should be made to enhance the effectiveness of the board as a whole. The assessment exercise also helped the directors to focus on their key responsibilities. The individual director assessment exercise allowed for peer review with a view to raising the quality of board members. It also assisted the Nominating Committee in determining whether to re-nominate directors who were due for retirement at the next annual general meeting, and in determining whether directors with multiple board representations were nevertheless able to and had adequately discharged their duties as directors of the Company.
Access to information
Principle 6: Board members to have complete, adequate and timely information
As a general rule, board papers are required to be sent to directors at least seven days before the board meeting so that the members may better understand the matters prior to the board meeting and discussion may be focused on questions that the board has about the board papers. However, sensitive matters may be tabled at the meeting itself or discussed without any papers being distributed. Managers who can provide additional insight into the matters at hand would be present at the relevant time during the board meeting. The directors are also provided with the names and contact details of the Company’s senior management and the Company Secretaries to facilitate direct access to senior management and the Company Secretaries.
The Company fully recognises that the continual flow of relevant information on an accurate and timely basis is critical for the board to be effective in the discharge of its duties. Management is therefore expected to provide the board with accurate information in a timely manner concerning the Company’s progress or shortcomings in meeting its strategic business objectives or financial targets and other information relevant to the strategic issues facing the Company.
Management also provides the board members with management accounts on a monthly basis. Such reports keep the board informed, on a balanced and understandable basis, of the Group’s performance, financial position and prospects and consist of the consolidated profit and loss accounts, analysis of sales, operating profit, pre-tax and attributable profit by major divisions compared against the budgets, together with explanation given for significant variances for the month and year-to-date.
Subject to the approval of the Chairman, directors, whether as a group or individually, may seek and obtain independent professional advice to assist them in their duties, at the expense of the Company.
The Company Secretaries administer, attend and prepare minutes of board proceedings. They assist the Chairman to ensure that board procedures (including but not limited to assisting the Chairman to ensure the timely and good information flow to the board and the board committees, and between senior management and the non-executive directors, and facilitating orientation and assisting in the professional development of the directors) are followed and regularly reviewed to ensure effective functioning of the board, and that the Company’s memorandum and articles of association and relevant rules and regulations, including requirements of the Companies Act, Securities & Futures Act and the SGX Listing Manual, are complied with. They also assist the Chairman and the board to implement and strengthen corporate governance practices and processes with a view to enhancing long-term shareholder value. They are also the primary channel of communication between the Company and SGX.
The appointment and removal of the Company Secretaries are subject to the approval of the board.
Remuneration matters
Principle 7: Formal and transparent procedure for developing policy on executive remuneration and for fixing remuneration packages of individual directors
Principle 8: Remuneration of directors should be adequate but not excessive
Principle 9: Disclosure on remuneration policy, level and mix of remuneration, and procedure for setting remuneration
Remuneration and Share Option Committee
The Remuneration and Share Option Committee comprises three non-executive directors, two of whom (including the Chairman) are independent, namely:
| Professor Bernard Tan Tiong Gie |
Chairman |
| Dr Tan Tin Wee |
Member |
| Mr Teo Soon Hoe |
Member |
The Remuneration and Share Option Committee is responsible for ensuring a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors and senior management. The Committee assists the board to ensure that remuneration policies and practices are sound in that they are able to attract, retain and motivate without being excessive, and thereby maximising shareholder value. The Committee recommends to the board for endorsement a framework of remuneration (which covers all aspects of remuneration including directors’ fees, salaries, allowances, bonuses, options and benefits-in-kind) and the specific remuneration packages for each director. The Committee also reviews the remuneration of senior management and administers the Keppel T&T Share Option Scheme 1993 (the “Scheme”).
The Committee has access to expert advice in the field of executive compensation outside the Company where required.
Annual remuneration report
Policy in respect of non-executive directors’ remuneration
The non-executive directors are paid directors’ fees, the amount of which is dependent on their level of responsibilities. Each nonexecutive director is paid a basic fee. In addition, non-executive directors who perform additional services through board committees are paid an additional fee for such services. The members of the Audit Committee are paid a higher fee than the members of the other board committees because of the heavier responsibilities and more frequent meetings required of them. The Chairman of each board committee is also paid a higher fee compared with members of that board committee in view of the higher responsibility carried by that office. The executive director is not paid directors’ fees. The amount of directors’ fees payable to non-executive directors is subject to shareholders’ approval at the Company’s annual general meetings. The framework for determining director’s fees for non-executive directors is as follows:
| |
|
Annual Retainer |
Ratio to Retainer of $25,000 |
| Non-executive Chairman |
|
$35,000 |
1.40 |
| Non-executive Director |
|
$25,000 |
1.00 |
| Audit Committee |
Chairman |
$12,000 |
0.48 |
| |
Member |
$6,000 |
0.24 |
| Other Board Committees |
Chairman |
$8,000 |
0.32 |
| |
Member |
$4,000 |
0.16 |
Remuneration policy of Executive Director and other key executives
The Company advocates a performance-based remuneration system that is highly flexible and responsive to the market, the Company’s and the individual employee’s performance.
The total remuneration mix comprises of three key components, that is, annual fixed cash, annual performance incentive and longterm incentive. The annual fixed cash component comprises the annual basic salary plus any other fixed allowances. The annual performance incentive is tied to the Company’s and the individual employee’s performance, inclusive of a portion which is tied to EVA performance3. The long-term incentive is in the form of share options which are granted based on the individual employee’s performance and contribution.
The compensation structure is designed such that the percentage of an executive’s annual total remuneration at risk increases as one moves up the corporate ladder. However, to remain competitive and relevant, the Company aims to benchmark its annual fixed salary at market median with the variables being strictly performance driven.
Level and mix of remuneration of directors and key executives (who are not also directors) for the year ended 31 December 2007
The level and mix of each of the directors’ remuneration, and that of the key executives (who are not also directors), in bands of $250,000 are set out below:
Remuneration Band &
Name of Director |
Base/
Fixed
Salary |
Variable or
Performance
Related
Income/Bonuses |
Directors
Fees |
Benefits-in-
Kind |
Share
Options
Granted |
Above $1,000,000 to $1,250,000
Lam Kwok Chong |
29% |
30% |
- |
|
|
Above $750,000 to $1,000,000
NIL |
|
|
|
|
|
Above $500,000 to $750,000
NIL |
|
|
|
|
|
Above $250,000 to $500,000
NIL |
|
|
|
|
|
Below $250,000
Teo Soon Hoe
Tan Tin Wee
Bernard Tan Tiong Gie
Reggie Thein
Wee Sin Tho
Tan Boon Huat |
-
-
-
-
-
-
|
-
-
-
-
-
- |
100%
100%
100%
100%
100%
100%
|
-
-
-
-
-
-
|
-
-
-
-
-
-
|
| |
|
|
|
|
|
Remuneration Band &
Name of Key Executive |
Base/
Fixed
Salary |
Variable or
Performance
Related
Income/Bonuses |
Directors
Fees |
Benefits-in-
Kind |
Share
Options
Granted |
Above $500,000 to $750,000
NIL |
|
|
|
|
|
Above $250,000 to $500,000
Wong Chee Choy
Bruno Lopez
Vincent Ko Woon Chun
Quek Keng Liang
Loi Ah Noi6
Ngiam Share Ching |
61%
55%
65%
63%
63%
58% |
20%
25%
16%
16%
16%
23% |
-
-
-
-
-
- |
nm4
nm4
nm4
nm4
nm4
nm4 |
19%
20%
19%
21%
21%
19% |
Below $250,000
Peter Yeow Soo Hiang |
89% |
7% |
- |
4% |
0% |
Remuneration of employees who are immediate family members of a Director or the Chief Executive Officer
No employee of the Company and its subsidiaries was an immediate family member of a director or the Chief Executive Officer and whose remuneration exceeded $150,000 during the financial year ended 31 December 2007. “Immediate family member” means the spouse, child, adopted child, step-child, brother, sister and parent.
Details of the Keppel T&T Share Option Scheme 1993
The Scheme, which has been approved by shareholders of the Company, is administered by the Remuneration and Share Option Committee. Please refer to pages 55, 56, 76 and 77 for details of the Scheme.
Accountability and audit
Principle 10: The board should present a balanced and understandable assessment of the Company’s performance, position and prospects
Principle 11: Establishment of Audit Committee with written terms of reference
The board is responsible for providing a balanced and understandable assessment of the Company’s performance, position and prospects, including interim and other price sensitive public reports, and reports to regulators (if required).
The board has embraced openness and transparency in the conduct of the Company’s affairs, whilst preserving the commercial interests of the Company. Financial reports and other price sensitive information are disseminated to shareholders through announcements via SGXnet to SGX, press releases, the Company’s website, and in the case of financial results, through media and analyst briefings where appropriate. The Company’s Summary Financial Report is sent to all shareholders and its Annual Report is available on request and accessible at the Company’s website.
Management provides the board members with management accounts on a monthly basis. Such reports keep the board informed of, on a balanced and understandable basis, the Group’s performance, position and prospects and consist of the consolidated profit and loss accounts, analysis of sales, operating profit, pre-tax and attributable profit by major divisions compared against the budgets, together with explanation given for significant variances for the month and year-to-date.
Audit Committee
The Audit Committee comprises entirely of independent non-executive directors, namely:
| Mr Reggie Thein |
Chairman |
| Dr Tan Tin Wee |
Member |
| Mr Wee Sin Tho |
Member |
Messrs Reggie Thein (Chairman of the Committee) and Wee Sin Tho have accounting and related financial management expertise and experience. The board considers the other member, Dr Tan Tin Wee, as having sufficient financial management knowledge and experience to discharge his responsibilities as a member of the Committee.
The Audit Committee’s main role is to assist the board to ensure integrity of financial reporting and that there is in place sound internal control systems. The Audit Committee’s terms of reference are set out in the Appendix to this report.
The Audit Committee has explicit authority to investigate any matters within its terms of reference, full access to and co-operation of management, full discretion to invite any director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly. Keppel Corporation Limited’s Group Internal Audit (“Group Internal Audit”), together with the external auditors, report their findings and recommendations to the Audit Committee independently.
The Audit Committee met with the external auditors and with the internal auditors four times during the year, and once in January 2008, without the presence of management.
During the year, the Audit Committee performed independent review of the financial statements of the Company before the announcement of the Company’s quarterly and full-year financial results. In the process, the Committee reviewed the key areas of management judgment applied in adequate provisioning and disclosure, critical accounting policies and any significant changes made that would have a great impact on the financials.
The Audit Committee also reviewed and approved both Group Internal Audit’s and the external auditor’s plans to ensure that the plans covered sufficiently in terms of audit scope in reviewing the significant internal controls of the Company. Such significant controls comprise financial, operational and compliance controls, and risk management. All audit findings and recommendations presented by Group Internal Audit and the external auditors were also reviewed during Audit Committee meetings, and significant issues were discussed.
In addition, the Audit Committee reviewed the independence and objectivity of the external auditors through discussions with the external auditors as well as reviewed the non-audit fees awarded to them, and has confirmed that the non-audit services performed by the external auditors would not affect their independence.
The Audit Committee also reviewed the adequacy of the internal audit function and is satisfied that the internal audit team is adequately resourced to discharge their duties effectively, and has appropriate standing within the Company.
The Company has in place the “Keppel T&T: Whistle-Blower Protection Policy” (“Policy”) which provides the mechanism by which employees and any persons who have dealings with the Group may, in confidence, raise concerns about possible improprieties in financial reporting or other matters. The Audit Committee reviewed the Policy and was satisfied that arrangements are in place for independent investigation of such matters and for appropriate follow-up actions.
On a quarterly basis, the Audit Committee reviewed the interested person transactions (“IPTs”) reported by management in accordance with the Company’s shareholders’ mandate for IPTs. The IPTs were reviewed by Group Internal Audit. All findings were reported during the Audit Committee meetings.
Internal controls and risk management
Principle 12: Sound system of internal controls
The Company has developed a broad risk management framework across the Group to provide a structured process in identifying the risks pertaining to the Group’s operations on a regular basis. The risk management framework aims to provide the Board Risk Committee, and in turn the board, with the assurance that the major risks facing the Group have been identified and assessed, and that there are controls either in place or planned to mitigate these risks. Under the risk management framework, business units periodically identify potential events, assess risks and establish responses, thereby reducing the occurrence of surprises, possible losses, loss in business opportunities and time for recovery from operational disruptions. The Company will continually review its risk management policies and procedures as well as its structure to ensure adequate resources are channelled to mitigate identified risks.
The Company has set up a Pandemic Flu Business Continuity Management (PFBCM) Committee to focus on the development, testing and maintenance of pandemic flu response plans and procedures. This PFBCM Committee aims to enhance business resilience to adverse business impact, minimize disruption to business continuity and protect the health and well-being of employees.
A pandemic flu drill was conducted for its warehouse operations and business functions for Singapore in March 2007. The drill involved participation of staff, customers and visitors in the temperature screening procedures. Test simulation on the isolating of “suspect cases” was performed. Information kit comprising information on precautionary measures and response to pandemic flu outbreak were also distributed as part of this drill.
In fostering readiness during a Pandemic Flu outbreak, briefing sessions were conducted to familiarize staff and customers on the response procedures to be taken. A post-drill meeting was also conducted to identify the gaps for fine-tuning, to enhance the robustness of the business continuity plan.
As part of the on-going efforts to strengthen its business continuity plan, the Company will continue to commit resources and focus its attention on events that can have a major impact on the continuity of its business at both company and country level.
Group Internal Audit and the external auditors conduct an annual review of the effectiveness of the Company’s material internal controls, including financial, operational and compliance controls, and risk management. Any material non-compliance or failures in internal controls and recommendations for improvements are reported to the Audit Committee. The Audit Committee also reviews the effectiveness of the actions taken by management on the recommendations made by Group Internal Audit and the external auditors in this respect.
During the year, the Audit Committee reviewed the effectiveness of the internal controls and risk management procedures and was satisfied that the Company’s risk management processes and internal controls are adequate to meet the needs of the Company in its current business environment.
The system of internal controls and risk management established by the Company are designed to manage, rather than eliminate, the risk of failure in achieving the Company’s strategic objectives. Management is involved in regular reviews of the risks that are significant to the fulfillment of the objectives of the business. However, it should be recognised that such systems are designed to provide reasonable assurance, but not an absolute guarantee against material misstatement or loss.
Board Risk Committee
In January 2007, as part of the effort to further strengthen the Company’s risk management processes, a Board Risk Committee was formed, comprising three independent directors (including the Chairman), Messrs Wee Sin Tho (Chairman), Reggie Thein and Tan Boon Huat. The Board Risk Committee will assist the board in examining the effectiveness of the Group’s risk management system to ensure that a robust risk management system is maintained. The Board Risk Committee reviews and guides management in the formulation of risk policies and processes to effectively identify, evaluate and manage significant risks. The Committee reports to the board on material findings and recommendations in respect of significant risk matters. The detailed terms of reference of this Committee are set out in the Appendix to this report.
Internal audit
Principle 13: Independent internal audit function
The role of Group Internal Audit is to assist the Audit Committee to ensure that the Company maintains a sound system of internal controls by regular monitoring of key controls and procedures and ensuring their effectiveness, undertaking investigations as directed by the Audit Committee, and conducting regular in-depth audits of high risk areas. Staffed by suitably qualified executives, Group Internal Audit has direct access to the Audit Committee and reports to the Chairman of the Audit Committee on all issues of concern.
As a corporate member of the Singapore branch of the Institute of Internal Auditors Incorporated, USA (“IIA”), Group Internal Audit is guided by the Standards for the Professional Practice of Internal Auditing set by the IIA. These standards consist of attribute, performance and implementation standards. The professional competence of Group Internal Audit is maintained through Group Internal Audit’s continuing professional development programme for its staff which includes updating auditors’ knowledge of auditing techniques and sending them to attend continuing professional courses conducted by external accredited organisations.
During the year, Group Internal Audit adopted a risk-based auditing approach that focuses on material internal controls, including financial, operational and compliance controls. Audits were carried out on all significant business units in the Group, including limited review performed on dormant and inactive companies. All internal audit reports are submitted to the Audit Committee for deliberation with copies of these reports extended to the Chairman and the relevant senior management. In addition, Group Internal Audit’s summary of findings and recommendations are discussed at the Audit Committee meetings.
Communications with shareholders
Principle 14: Regular, effective and fair communication with shareholders
Principle 15: Greater shareholder participation at annual general meetings
In addition to the matters mentioned above in relation to “Accountability and Audit”, the Group Corporate Communications Department of Keppel Corporation Limited (with assistance from the Group Control and Accounts and Group Legal Departments of Keppel Corporation Limited, when required) regularly communicates with shareholders and receives and attends to their queries and concerns.
Material information is disclosed in a comprehensive, accurate and timely manner via SGXnet and the press. To ensure a level playing field and provide confidence to shareholders, unpublished price sensitive information are not selectively disclosed, and on the rare occasions when such information are inadvertently disclosed, they are immediately released to the public via SGXnet and the press.
Shareholders are informed of shareholders’ meetings through notices published in the newspapers and reports or circulars sent to all shareholders. Shareholders are invited at such meetings to put forth any questions they may have on the motions to be debated and decided upon. If any shareholder is unable to attend, he is allowed to appoint up to two proxies to vote on his behalf at the meeting through proxy forms sent in advance.
At shareholders’ meetings, each distinct issue is proposed as a separate resolution.
The Chairman of each board committee is required to be present to address questions at the annual general meeting. External auditors are also present at the annual general meeting to assist the directors to address shareholders’ queries, if necessary.
The Company is not implementing absentia voting methods such as by mail, e-mail or fax until security, integrity and other pertinent issues are satisfactorily resolved.
The Company Secretaries prepare minutes of shareholders’ meeting, which incorporates substantial comments or queries from shareholders and responses from the board and management. These minutes are available to shareholders upon request.
Securities transactions
Insider trading policy
The Company has a formal policy on dealings in the securities of the Company, which sets out the implications of insider trading and guidance on such dealings. The policy has been distributed to all directors and officers. It has also adopted the best practices on securities dealings issued by the SGX. In line with these best practices, the Company issues circulars to its directors and officers informing that the Company and its officers must not deal in listed securities of the Company a month before the release of the full-year results and two weeks before the release of the quarterly results, as the case may be, and if they are in possession of unpublished material price-sensitive information.
Click here for the Appendix
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Footnotes |
| 1 |
The Code of Corporate Governance 2005 issued by the Ministry of Finance on 14 July 2005. |
| 2 |
The Code defines an “independent” director as one who has no relationship with the company, its related companies or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgment with a view to the best interests of the company. A related company in relation to a company includes its subsidiaries, fellow subsidiaries, or parent company. |
| 3 |
A portion of the annual performance incentive is tied to EVA performance whereby a portion from the current year EVA and a portion from accrued EVA bank is paid out provided EVA remains positive. The balance will be accrued as EVA Bank and this bank is at risk and can become negative should EVA performance be adversely impacted. |
| 4 |
Not material. |
| 5 |
Received Keppel Corporation Limited share options. |
| 6 |
Retired on 31 December 2007. |
|