Currently the Board comprises eleven Directors, all of whom save for the Chief Executive Officer (“CEO”) are non-executive and five of whom are independent. The Board consists of respected individuals from different backgrounds and whose core competencies, qualifications, skills and experience are extensive and complementary. Details of the Directors’ academic and professional qualifications and other appointments are set out on pages 56 to 63 of the Annual Report.

To facilitate effective management, certain functions have been delegated to various Board committees, namely the Nominating Committee, Remuneration Committee and Audit Committee, each of which has its own written terms of reference. Members of the Board and each Board committee through 2006 are set out below:

At least one-third of the Directors retires at the Annual General Meeting each year. The dates of initial appointment and most recent re-election of the Directors are set out below:

In order to ensure that the Board is able to fulfil its responsibilities, prior to the Board meetings, management provides the Board with financial and operating reports reviewing performance in the most recent quarter, and papers containing relevant background or explanatory information required to support the decision-making process. Directors are also provided with monthly management financial statements setting out actual against budget as well as previous year’s
comparatives and explanations on any material variances.

All Directors have separate and independent access to senior management, and to the Company Secretaries. The Company Secretaries administer, attend and prepare minutes of Board meetings, and assist the Chairman in ensuring that Board procedures are followed and reviewed so that the Board functions effectively, and the Company’s Memorandum and Articles of Association and relevant rules and regulations, including requirements of the Companies Act and SGX-ST, are complied with. They also act as the primary channel of communication between the Company and the SGX-ST. Under the Company’s Articles of Association, the appointment and removal of the Company Secretaries have to be approved by the Directors.

Should Directors, whether as a group or individually, need independent professional advice in the furtherance of their duties, the cost of such professional advice is borne by the Company.

The Board meets at least once every quarter. Additional meetings may be held as and when necessary to consider substantive matters that require attention before the next scheduled meeting. During the year, six Board meetings were held. The Company’s Articles of Association provide for telephonic and videoconference meetings. The number of Board meetings held in the year, as well as the attendance of every Board member at those meetings was as follows:

Briefings were also held during the year to ensure that Directors were updated on latest compliance requirements as well as industry developments.

The NC, which has written terms of reference approved by the Board, performs the following functions:

The number of NC meetings held in 2006 and the attendance of each member at those meetings were as follows:

The NC supervised an exercise to evaluate the Board’s and individual Director’s performance. The objective of the exercise was to identify and prioritise areas for continuous improvement to the Board’s effectiveness.

For this purpose, the NC appointed an independent consultant to conduct the evaluation process. The evaluation of the Board as a whole and evaluation of individual Directors were based on the framework established and used in the previous year and as updated by the NC. The consultant provided summarised findings, interpretation of findings and preliminary
recommendations for the Board’s consideration.

All Directors assessed the Board as a whole on each of the following seven parameters:

• Board composition and independence
• Board role and functioning
• Information management
• Monitoring company performance
• Managing risk and adversity
• Developing company leadership
• Corporate integrity and social responsibility
• Direction development and management

In addition, the contribution of each individual Director to the effectiveness of the Board was assessed by their peers on the Board. The evaluation was based on the following five parameters:

• Contribution
• Knowledge and abilities
• Teamwork
• Integrity
• Overall effective

The Board expects to carry out evaluation of the Board as a whole and self-evaluation exercises annually to identify areas of improvement and as a form of good Board management practice.

The Director of Human Resources assists the RC in the execution of its functions and the RC has access to external expert advice, if required.

The RC, which has written terms of reference approved by the Board, performs the following functions:

The number of RC meetings held in 2006 and the attendance of each member at those meetings were as follows:

In setting remuneration packages for Directors and officers of the Group, the pay and employment conditions within the industry and in comparable companies are taken into consideration.

Directors’ fees are subject to shareholder approval at the Annual General Meeting. Each Non-executive Director is paid a fixed fee, the amount of which takes into account the level of responsibilities held. The framework for determining fees paid to each Non-executive Director in 2006 was as follows:

The annual remuneration of Non-executive Directors for 2006 was as follows:

For each non-independent Director, fees were paid to the relevant shareholder nominating him.

In setting the remuneration packages of the Company’s CEO and senior management, performance-related elements are incorporated in order to align interests with those of shareholders and link rewards to corporate and individual performance. The level and mix of the annual remuneration of the Company’s CEO and Executive Director, and each of the top five
members of senior management (who are not also Directors), in bands of S$250,000, are set out below:

In February 2006, options were granted to the above members of the senior management team as part of the Company’s Share Option Scheme, further details of which can be found on pages 68 and 69 of the Annual Report.

The AC, which has written terms of reference approved by the Board, performs the following delegated functions:

The number of AC meetings held in 2006 and the attendance of each member at those meetings were as follows:

The AC had full access to and cooperation from the Company’s management, and internal and external auditors. The Chief Executive Officer, Chief Financial Officer and General Managers from the Finance Department, as well as the internal and external auditors, attended the meetings of the AC. The AC also had full access to the internal and external auditors without the presence of management.

During the year, the AC reviewed the financial statements of the Group quarterly before submitting them to the Board for its approval and the announcement of the financial results. The AC also reviewed and monitored the Group’s financial condition, internal and external audits, exposure to risks and the effectiveness of the Group’s system of accounting, internal controls and risk management programme.

The AC considered the volume of non-audit services provided by the external auditors to the Group, and being satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors, confirmed their re-nomination.

On the operational side, the Company has a company-wide Business Continuity Plan (BCP) and Disaster Recovery Plans (DRP) in place to address operational exigencies. These plans are subject to regular review and exercises are also conducted to ensure staff preparedness in the event of emergencies or crisis. In line with this, an Influenza Pandemic Preparedness Plan was drawn up to ensure operational continuity in case of an outbreak and to mitigate the impact on the Company’s business

The system of internal controls provides reasonable, but not absolute, assurance that the Group will not be adversely affected by any event that could be reasonably foreseen as it strives to achieve its business objectives.

However, the Board notes that no system of internal controls could provide absolute assurance in this regard, or absolute assurance against the occurrence of material errors, poor judgement in decision-making, human errors, losses, fraud or other irregularities.

The Internal Auditor reports primarily to the Chairman of the AC and administratively to the CEO. The Internal Auditor meets the standards set by internationally recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors and Information Systems Audit and Controls Association.

The AC reviews, on an annual basis, the adequacy of the internal audit function. The AC has reviewed and is satisfied that the Company’s internal audit function is adequately resourced and has appropriate standing within the Company.

During the year, the Company continued to release information on its quarterly and full year results within one month from the close of the relevant period in the form of financial statements, management’s discussion and analysis of performance and outlook, and a presentation containing highlights and a review of financial and operating performance. Information on major new initiatives by the Group through the year was also made public as soon as feasible. The Company also participated in several investor conferences and presentations done were made available on the Company’s website.

The Annual Report and notice of AGM were sent to all shareholders two weeks prior to the AGM which was held on 28 March 2006. Under Article 65 of the Company’s Articles of Association, shareholders may vote in person or by proxy and equal effect is given to votes whether cast in person or by proxy. During the AGM, shareholders had the opportunity to voice their views and direct questions regarding the Group to Directors, including the Chairman and the chairmen of the Board committees, as well as to senior management.

In addition, through the Company’s Investor Relations team, the Company managed ongoing communication with the investment community throughout the year and responded diligently and promptly to all enquiries from shareholders, analysts and other interested parties.

Interested person transactions carried out during the financial year ended 31 December 2006 by the Group were as follows:

The Company does not have a shareholders’ mandate pursuant to Rule 902 of the Listing Manual of the SGX-ST and is proposing the adoption of the shareholders’ mandate for interested person transactions for approval by shareholders at the forthcoming Annual General Meeting of the Company to be held on 3 April 2007.

Save for the interested person transactions disclosed above, there were no other material contracts entered into by the Company and its subsidiaries involving the interests of its CEO, Directors or controlling shareholders, which are either still subsisting at the end of the financial year or, if not then subsisting, entered into since the end of the previous financial year.