Corporate Governance

Our Directors recognize the importance of corporate governance and the maintenance of high standards of accountability to our shareholders. Our Board has established three committees: (i) the Audit Committee; (ii) the Nominating Committee; and (iii) the Remuneration Committee.

Audit Committee

Our Audit and Risk Committee comprises three members, namely Mr. Tan Kian Chew, Mr. Manu Bhaskaran and Mr. Chia Wee Boon. The Chairman of our Audit Committee is Mr. Tan Kian Chew.

The Audit Committee is responsible for:

(a) assisting our Board of Directors in discharging its statutory responsibilities on financing and accounting matters;
(b) reviewing significant financial reporting issues and judgments to ensure the integrity of the financial statements and any formal announcements relating to financial performance;
(c) reviewing the scope and results of the audit and its cost effectiveness, and the independence and objectivity of the external auditors;
(d) reviewing the external auditor's audit plan and audit report, and the external auditor's evaluation of the system of internal accounting controls, including financial, operational, compliance and information technology controls as well as reviewing our Group's implementation of any recommendations to address any control weaknesses highlighted by the external auditor;
(e) reviewing the key financial risk areas, including our Group's hedging policy in respect of its exposure to fluctuations in foreign exchange and raw material costs;
(f) reviewing the risk management structure and any oversight of the risk management process and activities to mitigate and manage risk at acceptable levels determined by our Board of Directors;
(g) reviewing the statements to be included in the annual report concerning the adequacy and effectiveness of our risk management and internal controls systems, including financial, operational, compliance controls, and information technology controls;
(h) reviewing any interested person transactions and monitoring the procedures established to regulate interested person transactions, including ensuring compliance with our Company's internal control system and the relevant provisions of the Listing Manual, as well as all conflicts of interests to ensure that proper measures to mitigate such conflicts of interests have been put in place (see the "Interested Person Transactions and Conflicts of Interests-Review Procedures for Future Interested Person Transactions");
(i) reviewing the scope and results of the internal audit procedures, and at least annually, the adequacy and effectiveness of our internal audit function;
(j) approving the hiring, removal, evaluation and compensation of the head of the internal audit function, or the accounting / auditing firm or corporation to which the internal audit function is outsourced;
(k) appraising and reporting to our Board of Directors on the audits undertaken by the external auditors and internal auditors, the adequacy of disclosure of information;
(l) making recommendations to our Board of Directors on the proposals to Shareholders on the appointment, reappointment and removal of the external auditor, and approving the remuneration and terms of engagement of the external auditor;
(m) undertaking such other reviews and projects as may be requested by our Board of Directors, and report to our Board its findings from time to time on matters arising and requiring the attention of our Audit Committee; and
(n) undertaking generally such other functions and duties as may be required by law or the Listing Manual, and by amendments made thereto from time to time.

Apart from the duties listed above, the Audit Committee will ensure that arrangements are in place for employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Audit Committee will commission and review the findings of internal investigations into such matters or matters where there is any suspected fraud or irregularity, or failure of internal controls, or infringement of any law, rule or regulation which has or is likely to have a material impact on our Group's operating results and financial position. The Audit Committee will also ensure that the appropriate follow-up actions are taken.

Our Group has an in-house internal audit department for reviewing and implementing appropriate internal controls, including in respect of financial, operational and compliance risks. Following our listing on the SGX-ST, the in-house internal audit department will report to our Audit Committee who will approve the internal audit policies and plans. Our Audit Committee will review the effectiveness of the internal audit function and, where deemed necessary, expand the internal audit function to ensure its effectiveness within our Group.

Our Board, after making all reasonable enquiries, with the concurrence of our Audit Committee, is of the opinion that our internal controls are adequate to address the financial, operational and compliance risks.

Nominating Committee

Our Nominating Committee comprises Ms. Tan Hwee Hua @ Lim Hwee Hua, Mr. Renaldo Santosa and Mr Tan Kian Chew. The Chairman of our Nominating Committee is Ms.Tan Hwee Hua @ Lim Hwee Hua.

The Nominating Committee is responsible for:

(a) making recommendations to our Board of Directors on relevant matters relating to (i) the review of board succession plans for directors, in particular, our Chairman and the Chief Executive Officer, (ii) the reviewing of training and professional development programs for our Board and (iii) the appointment and re-appointment of our Directors (including alternate Directors, if applicable);
(b) reviewing and determining annually, and as and when circumstances require, if a Director is independent, in accordance with the Code of Corporate Governance 2012 (the "Code") and any other salient factors;
(c) reviewing the composition of our Board of Directors annually to ensure that our Board of Directors and our Board committees comprise Directors who as a group provide an appropriate balance and diversity of skills, expertise, gender and knowledge of our Company and provide core competencies such as accounting or finance, business or management experience, industry knowledge, strategic planning experience and customer-based experience and knowledge; and
(d) where a Director has multiple board representations, deciding whether the Director is able to and has been adequately carrying out his duties as Director, taking into consideration the Director's number of listed company board representation and other principal commitments.

In addition, our Nominating Committee will make recommendations to our Board of Directors on the development of a process for evaluation and performance of the Board, its board committees and directors. In this regard, our Nominating Committee will decide how our Board of Directors' performance is to be evaluated and propose objective performance criteria which address how our Board of Directors has enhanced long-term shareholder value. The Nominating Committee will also implement a process for assessing the effectiveness of our Board of Directors as a whole and our Board committees and for assessing the contribution of our Chairman and each individual Director to the effectiveness of our Board of Directors. Our Chairman will act on the results of the performance evaluation of our Board of Directors, and in consultation with our Nominating Committee, propose, where appropriate, new members to be appointed to our Board of Directors or seek the resignation of Directors.

Each member of the Nominating Committee is required to abstain from voting, approving or making a recommendation on any resolutions of the Nominating Committee in which he has a conflict of interest in the subject matter under consideration.

Nominating Committee's view of our Independent Directors

The Nominating Committee, having taken into consideration the following:

(a) the number of listed company directorships by each of our Independent Directors;
(b) the principal commitments of our Independent Directors;
(c) the confirmations by our Independent Directors stating that they are each able to devote sufficient time and attention to the matters of our Company;
(d) the confirmations by our Independent Directors that each of them is not accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of any Controlling Shareholder, has no relationship with our Company, its related corporations or with any directors of these corporations, its 10.0 per cent. Shareholders or its officers that could interfere or be reasonably perceived to interfere, with the exercise of his or her independent business judgment with a view to the best interests of our Company;
(e) our Independent Directors' working experience and expertise in different areas of specialization; and
(f) the composition of the Board,

is of the view that (i) each of our Independent Directors is individually and collectively able to devote sufficient time to the discharge of their duties and are suitable and possess relevant experience as Independent Directors of our Company and (ii) our Independent Directors, as a whole, represent a strong and independent element on the Board which is able to exercise objective judgment on corporate affairs independently from the controlling shareholders.

Remuneration Committee

Our Remuneration Committee comprises Mr. Manu Bhaskaran, Mr. Chia Wee Boon and Mr. Hendrick Kolonas. The Chairman of our Remuneration Committee is Mr. Manu Bhaskaran.

Our Remuneration Committee is responsible for:

(a) reviewing and recommending to our Board of Directors, in consultation with the Chairman of our Board of Directors, for endorsement, a comprehensive remuneration policy framework and guidelines for remuneration of our Directors, the Chief Executive Officer and other persons having authority and responsibility for planning, directing and controlling the activities of our Company ("Key Management Personnel");
(b) reviewing and recommending to our Board of Directors, for endorsement, the specific remuneration packages for each of our Directors and Key Management Personnel;
(c) reviewing and approving the design of all share option plans, performance share plans and/or other equity based plans;
(d) in the case of service contracts, reviewing our Company's obligations arising in the event of termination of the executive Directors' or Key Management Personnel's contracts of service, to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous, with a view to being fair and avoiding the reward of poor performance; and
(e) approving performance targets for assessing the performance of each of the Key Management Personnel and recommend such targets as well as employee specific remuneration packages for each of such Key Management Personnel, for endorsement by our Board of Directors.

Our Remuneration Committee also periodically considers and reviews remuneration packages in order to maintain their attractiveness, to retain and motivate our Directors to provide good stewardship of our Company and key executives to successfully manage our Company, and to align the level and structure of remuneration with the long-term interests and risk policies of our Company.

If a member of our Remuneration Committee has an interest in a matter being reviewed or considered by our Remuneration Committee, he will abstain from voting on the matter.

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