ANNUAL REPORT 2015
43
CO R P O R AT E GOV E R NAN C E R E P O R T
(CONTINUED)
Conduct of Shareholder Meetings
The Group encourages the attendance of shareholders at general meetings, which are always held at a central location
in Singapore. At such general meetings, shareholders are invited to raise questions on any matter that needs clarification.
The notices of general meetings setting out the agenda are despatched to shareholders with the annual reports, and if
necessary, letters to shareholders on the item of special business, at least 14 days before the general meetings are called
to pass ordinary resolutions or 21 days before the general meetings are called to pass special resolutions. The Chairman
and the other Directors (in particular, the chairpersons of the AC, NC and RC) as well as the external auditor are present at
general meetings to address queries from shareholders on matters affecting the Group and the conduct of external audit.
The Company Secretary is present to ensure that procedures under the Constitution and SGX Listing Manual are followed.
Key management personnel are also present at such general meetings to respond to queries from shareholders.
The reception after each general meeting of shareholders provides an opportunity for shareholders to informally communicate
their views and expectations to the Company’s representatives.
Separate resolutions on each issue are tabled at such general meetings. The Company allows shareholders who hold shares
through nominees to attend general meetings as observers. Following the implementation of the multiple proxies regime on
3 January 2016, the Company will allow nominee companies, custodian and the Central Provident Fund Board to appoint
more than 2 proxies to attend and to vote at general meetings.
The Company does not have a formal dividend policy. For more than the past 30 years the Company has endeavoured to
maintain a sustainable dividend payment with an upward trend. In certain years, the Company also paid special dividends.
OTHER GOVERNANCE PRACTICES
Investment Committee
The Investment Committee (“IC”) is headed by the Chairman of the Board and comprises two Executive Directors and the
CFO. The IC meets bi-monthly to review the performance of the Group’s investments, funding requirements, key financial
risks and strategic issues of each operating unit.
Interested Person Transactions
Management reports all interested person transactions to the AC. The Group does not have any general mandate from
shareholders pursuant to Rule 920 with regard to interested person transactions. During the year, there were no interested
person transactions entered into by the Company and any Director that require disclosure under the SGX-ST listing rules.
Material Contracts
Except as disclosed on page 93 (Note 23 Related Party Transactions) of the financial statements, there were no other material
contracts entered into by the Company or its subsidiaries involving the interests of the CEO, any Director or controlling
shareholder of the Company.
Dealings in Securities
The Group adopts best practices with respect to dealings in securities set out in Rule 1207(19) of the Listing Manual of the
SGX-ST. It has a policy which prohibits its officers from dealing in the securities of the Company during the period commencing
two weeks before the announcement of the financial results for each of the first three quarters and one month before the
announcement of the full year results. The Company Secretary issues guidelines periodically to Directors and employees to
remind them of the prohibitions in dealing with the Company’s securities on short-term considerations or while in possession
of material unpublished price-sensitive information, and to comply with the insider trading laws at all times.
