Page 23 - ar2012

4.2 Greater Shareholder Participation
Principle 15: Companies should encourage greater shareholder participation at annual general meetings,
and allow shareholders the opportunity to communicate their views on various matters affecting the
company.
Shareholders are encouraged to be present at annual general meeting in person so that face-to-face communication
can best be achieved. The annual general meeting is the principal forum for dialogue with shareholders. Thus,
with greater shareholders participation, it will ensure that they will be kept up to date as to the Group’s long-term
strategies and goals.
In addition, the Chairmen of the Board Committees as well as the external auditors are also present at the meeting
to assist in addressing any appropriate queries from the shareholders.
If shareholders are unable to attend the annual general meetings, the Company’s Articles of Association allow a
shareholder of the Company to appoint up to two proxies to attend and vote in place of the shareholder.
Voting in absentia via email is currently not feasible as it is difficult to have proper Identification of the
shareholders.
The Board will ensure that there should be separate resolutions at general meetings on each substantially separate
issue and adhere to the Code’s principle with regard to the “bundling” of resolutions. In the event that “bundled”
resolutions cannot be avoided whereby such resolutions are interdependent and linked so as to form one significant
proposal, the Board will provide reasons and material implications.
ADDITIONAL INFORMATION
5. DEALING IN SECURITIES
The Group has adopted an internal code which prohibits the directors and key executives of the Group from dealing
in the Company’s share during the period of two weeks and one month immediately preceding the announcement of
the Company’s quarterly and full-year results respectively or if they are in possession of unpublished price-sensitive
information of the Group. In addition, directors and key executives are expected to observe insider trading laws
at all times even when dealing in securities within the permitted trading period. They are also discouraged from
dealing in the Company’s shares on short-term considerations.
6. MATERIAL CONTRACTS
There were no material contracts entered into by the Company or any of its subsidiaries involving the interests
of the Chief Executive Officer, any director or controlling shareholder during the year under review or have been
entered into since the end of the previous financial year.
7. INTERESTED PERSON TRANSACTIONS
The Company has established procedures to ensure that all transactions with interested persons are reported in
a timely manner to the Audit Committee and that transactions are conducted on an arm’s length basis and are not
prejudicial to the interests of the shareholders. The Company’s disclosure in accordance with Rule 907 of the Listing
Manual of the SGX-ST in respect of the interested person transaction for the financial year ended 31 December
2012 is set out on page 58 of this Annual Report.
21
REPORT ON CORPORATE GOVERNANCE