M1 | Corporate Governance

CORPORATE
GOVERNANCE

• Board of Directors
• Chairman and Chief Executive Officer
• Nominating Committee ("NC")
• Remuneration Committee ("RC")
• Disclosure on Remuneration
• Audit Committee ("AC")
• Risk Management
• Internal Controls
• Internal Audit
• Communication with Shareholders
• Securities Transactions
• Interested Person Transactions and Material Contracts

MobileOne Ltd is committed to maintaining a
high standard of corporate governance within the
Group to protect the interests of its shareholders
and enhance long-term shareholder value. This
report describes the Company’s corporate
governance processes and activities with specific
reference to the Code of Corporate Governance
established by the Singapore Corporate
Governance Committee and relevant sections
of the Listing Manual issued by the Singapore
Exchange Securities Trading Limited (SGX-ST).

Board of Directors
(Code of Corporate Governance
Principles 1, 2, 4, 6 & 10)
The Board of Directors is accountable to the
shareholders and oversees the management
of the business and affairs of the Group.
Key roles of the Board include approving
the Group’s objectives, strategic directions
and major corporate policies; monitoring
and reviewing financial and operating
performance; approving annual budgets and
major funding and investment proposals;

ensuring an effective risk management
framework is in place; and appointing Board
Directors and key managerial personnel.
Material transactions that require Board
approval are capital expenditure in excess
of S$5 million and operating expenditure in
excess of S$3 million.

Currently the Board comprises ten Directors,
all of whom are non-executive and six 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 54 to 59 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. The Board and
Board committee members are set out below:

Name	Status	Board	Nominating Committee	Remuneration Committee	Audit Committee
Non-executive
Lim Chee Onn¹	N	Chairman (until 01/03/09)	-	-	-
Teo Soon Hoe	N	Chairman (effective 01/03/09)	-	Member	-
Roger Barlow	I	Member	-	Chairman (effective 16/01/09)	-
Dato’ Sri Jamaludin Ibrahim²	N	Member	-	-	-
Low Huan Ping	N	Member	-	Member	-
Hsuan Owyang³	I	Member	-	Chairman (until 31/12/08)	-
Ganen Sarvananthan⁴	N	Member	-	-	-
Reggie Thein	I	Member	Member	-	Chairman
Thio Su Mein	I	Member	Chairmain	-	Member
Patrick Yeoh Khwai Hoh	I	Member	Member	-	Member
Dato’ Yusof Annuar Yaacob	N	Member	-	-	-
Chow Kok Kee⁵	I	Member	-	Member (effective 16/02/09)
Alan Ow Soon Sian⁶	I	Member	-	-	Member (effective 16/02/09)
Executive
Neil Montefiore⁷	N	Member (until 01/02/09)	-	-	-
¹ Mr. Lim Chee Onn resigned as a Director of the Company and as Chairman with effect from 1 March 2009 ² Dato’ Sri Jamaludin Ibrahim was appointed as a Director of the Company with effect from 21 August 2008 ³ Mr. Hsuan Owyang resigned as a Director of the Company with effect from 31 Decemeber 2008 ⁴ Mr. Ganen Sarvananthan resigned as a Director of the Company with effect from 24 July 2008 ⁵ Mr. Chow Kok Kee was appointed as a Director of the Company with effect from 16 February 2009 ⁶ Mr. Alan Ow Soon Sian was appointed as a Director of the Company with effect from 16 February 2009 ⁷ Mr. Neil Montefiore resigned as a Director of the Company with effect from 1 February 2009
N : Non-independent I : Independent

At least one-third of the Directors retire at the Annual General Meeting each year. The dates of initial appointment and most recent re-election of the Directors are set out below:
Name	Age	Position	Date of Initial Appointment	Date of Last Re-election
Lim Chee Onn¹	64	Chairman & Director	01.11.1999	03.04.2007
Teo Soon Hoe	59	Chairman & Director (effective 01/03/09)	07.05.1996	08.04.2008
Neil Montefiore²	56	Executive Director	08.11.2002	03.04.2007
Roger Barlow	59	Director	22.05.2002	03.04.2007
Dato’ Sri Jamaludin Ibrahim³	49	Director	21.08.2008
Low Huan Ping	52	Director	01.09.1994	03.04.2007
Hsuan Owyang⁴	80	Director	08.11.2002	08.04.2008
Ganen Sarvananthan⁵	34	Director	01.09.1994	08.04.2008
Reggie Thein	67	Director	08.11.2002	08.04.2008
Thio Su Mein	70	Director	08.11.2002	28.03.2006
Patrick Yeoh Khwai Hoh	70	Director	08.11.2002	08.04.2008
Dato’ Yusof Annuar Yaacob	43	Director	16.11.2005	28.03.2006
Chow Kok Kee⁶	57	Director	16.02.2009	-
Alan Ow Soon Sian⁷	62	Director	16.02.2009	-
¹ Mr. Lim Chee Onn resigned as a Director of the Company and as Chairman with effect from 1 March 2009 ² Mr. Neil Montefiore resigned as a Director of the Company with effect from 1 February 2009 ³ Dato’ Sri Jamaludin Ibrahim was appointed as a Director of the Company with effect from 21 August 2008 ⁴ Mr. Hsuan Owyang resigned as a Director of the Company with effect from 31 Decemeber 2008 ⁵ Mr. Ganen Sarvananthan resigned as a Director of the Company with effect from 24 July 2008 ⁶ Mr. Chow Kok Kee was appointed as a Director of the Company with effect from 16 February 2009 ⁷ Mr. Alan Ow Soon Sian was appointed as a Director of the Company with effect from 16 February 2009

To enable the Board to fulfil its responsibilities, Directors are provided with monthly management financial statements setting out actual against budget as well as previous year’s comparatives and explanations on any material variances. In addition, 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 on a regular and timely basis.

All Directors have separate and independent
access to senior management and to the
Company Secretary. The Company Secretary

administers, attends and prepares minutes of
Board meetings, and assists 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. The Company Secretary also acts
as the primary channel of communication
between the Company and the SGX-ST.

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.

• • •

Regular quarterly Board meetings are scheduled yearly in advance. Additional meetings are
scheduled in between to provide technical updates and to facilitate discussion or deliberate
on strategic issues. 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 2008, as well as the attendance of every Board member at those meetings were as follows:

	Director	Number of Board meetings held in 2008	Number of Board meetings attended
	Lim Chee Onn¹	6	6
	Neil Montefiore²	6	6
	Roger Barlow	6	6
	Dato’ Sri Jamaludin Ibrahim³	2	2
	Low Huan Ping	6	6
	Hsuan Owyang⁴	6	5
	Ganen Sarvananthan⁵	4	2
	Teo Soon Hoe	6	6
	Reggie Thein	6	6
	Thio Su Mein	6	6
	Patrick Yeoh Khwai Hoh	6	5
	Dato’ Yusof Annuar Yaacob	6	3
	¹ Mr. Lim Chee Onn resigned as a Director of the Company and as Chairman with effect from 1 March 2009 ² Mr. Neil Montefiore resigned as a Director of the Company with effect from 1 February 2009 ³ Dato’ Sri Jamaludin Ibrahim was appointed as a Director of the Company with effect from 21 August 2008 ⁴ Mr. Hsuan Owyang resigned as a Director of the Company with effect from 31 Decemeber 2008 ⁵ Mr. Ganen Sarvananthan resigned as a Director of the Company with effect from 24 July 2008 Briefings were also held during the meetings to ensure that Directors were updated on latest compliance requirements as well as industry developments.
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2	Chairman and Chief Executive Officer (Code of Corporate Governance Principle 3) Mr. Lim Chee Onn was formerly the Chairman of the Board. Mr. Lim resigned as a Director of the Company and as Chairman with effect from 1 March 2009. Mr. Neil Montefiore stepped down as the Chief Executive Officer with effect from 1 February 2009 and Ms Karen Kooi Lee Wah is currently the Acting Chief Executive Officer. The Chairman and Acting Chief Executive Officer each perform separate functions to ensure that there is an appropriate balance of authority and responsibilities, and that accountability and independent decisionmaking are not compromised.
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3	Nominating Committee (“NC”) (Code of Corporate Governance Principles 4 & 5) The NC comprises entirely independent Directors, namely Dr. Thio Su Mien (NC Chairman), Mr. Reggie Thein and Mr. Patrick Yeoh Khwai Hoh. The NC, which has written terms of reference approved by the Board, performs the following functions:
	(a) Ensure a strong and independent element on the Board, with independent Directors making up at least one-third of the Board; (b) Determine the size of the Board which facilitates effective decision making, taking into account the scope and nature of the operations of the Company; (c) Determine the composition of the Board to comprise 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; (d) Implement and disclose a formal and transparent process for the appointment of new Directors to the Board; (e) Consider, review and recommend to the Board any new Board appointment or re-appointment, whether of executive or non-executive Directors, having regard to the Director’s contribution and performance, including, if applicable, as an independent Director; (f) Determine annually if a Director is independent (taking into account the circumstances set out in Guideline 2.1 of the Code of Corporate Governance 2005 (the “Code”) and other salient factors; (g) Decide if a Director is able to and has been adequately carrying out his duties as a Director of the Company; (h) Decide and propose to the Board for approval and implementation a set of objective performance criteria to be applied from year to year for evaluating the performance of the Board, as well as decide and propose to the Board for approval and implementation a process by which the effectiveness of the Board as a whole and the contribution of each Director to the effectiveness of the Board can be assessed; (i) Evaluate the effectiveness of the Board as a whole and the contribution of each Director to the effectiveness of the Board in accordance with the assessment process and performance criteria referred to in (h) above; and (j) Other matters (if any) that the NC should consider, review or approve or in respect of which it should take any other action, as set out in the Code of Corporate Governance 2005. The number of NC meetings held in 2008 and the attendance of each member at those meetings were as follows:

	NC Member	Number of NC meetings held in 2008	Number of NC meetings attended
	Thio Su Mein	3	3
	Reggie Thein	3	3
	Patrick Yeoh Khwai Hoh	3	3

	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 nine parameters: • Board composition and independence • Board role and functioning • Board processes • Information management • Monitoring company performance • Managing risk and adversity • CEO performance and succession planning • Corporate integrity and social responsibility • Director 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 effectiveness 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.
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4
	Remuneration Committee (“RC”) (Code of Corporate Governance Principles 7 & 8) The RC comprises Mr. Roger Barlow as Chairman, Mr. Low Huan Ping, Mr. Teo Soon Hoe and Mr. Chow Kok Kee, all of whom are non-executive Directors. Mr. Roger Barlow and Mr. Chow Kok Kee are the independent Directors on the RC. In light of Mr. Hsuan Owyang’s resignation, Mr. Roger Barlow was appointed the Chairman of the RC with effect from 16 January 2009. Mr. Chow Kok Kee, who was appointed as a Director of the Company on 16 February 2009, was also appointed a member of the RC on the same date. 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: (a) Recommend to the Board a framework of remuneration for the Board of Directors and key executives; (b) Recommend to the Board the specific remuneration packages for all executive and non- executive Directors and the CEO or executive of similar rank, if the CEO is not an executive Director; (c) Recommend to the Chairman for endorsement the remuneration of the CEO; (d) Review the remuneration of senior management; (e) Decide on long-term incentive benefits, including the Company’s Share Option Scheme and the scope of eligibility for such long-term incentive; (f) Approve the granting of share options under the Company’s Share Option Scheme and administer the Share Option Scheme in accordance with the rules of the Scheme; and (g) Ensure that remuneration of the Board of Directors is in compliance with the Code of Corporate Governance 2005. The number of RC meetings held in 2008 and the attendance of each member at those meetings were as follows:
	RC Member	Number of RC meetings held in 2008	Number of RC meetings attended
	Hsuan Owyang	4	4
	Roger Barlow	4	4
	Low Huan Ping	4	4
	Teo Soon Hoe	4	4
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5
	Disclosure on Remuneration (Code of Corporate Governance Principles 8 & 9) The Company sets remuneration packages to ensure that they are competitive and sufficient to attract, retain and motivate Directors and senior management of the required experience and expertise to run the Group successfully. 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 2008 was as follows:
	Board	Chaiman	S$35,000 per annum
	Board	Director	S$25,000 per annum
	Audit Committee	Chaiman	S$20,000 per annum
	Audit Committee	Director	S$15,000 per annum
	Nominating Committee	Chaiman	S$15,000 per annum
	Nominating Committee	Director	S$10,000 per annum
	Remuneration Committee	Chaiman	S$15,000 per annum
	Remuneration Committee	Director	S$10,000 per annum

	The annual remuneration of non-executive Directors for 2008 was as follows:
	Non-executive Director	Position Held	Director’s Fee
	Lim Chee Onn	Board Chairman	S$35,000
	Roger Barlow	Board Member, RC Member	S$35,000
	Dato’ Sri Jamaludin Ibrahim¹	Board Member	S$9,085
	Low Huan Ping	Board Member, RC Member	S$35,000
	Hsuan Owyang	Board Member, RC Chairman	S$40,000
	Ganen Sarvananthan²	Board Member	S$14,071
	Teo Soon Hoe	Board Member, RC Member	S$35,000
	Reggie Thein	Board Member, AC Chairman, NC Member	S$55,000
	Thio Su Mein	Board Member, NC Chairman, AC Member	S$55,000
	Patrick Yeoh Khwai Hoh	Board Member, AC Member, NC Member	S$50,000
	Dato’ Yusof Annuar Yaacob	Board Member	S$25,000
	¹ Dato’ Sri Jamaludin Ibrahim was appointed as Director of the Company with effect from 21 August 2008 ² Mr. Ganen Sarvananthan resigned as a Director of the Company with effect from 24 July 2008 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. In 2008, 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:
	Above $1,250,000 to $1,500,000
	Neil Montefiore	Fixed	37%
		Bonuses	37%
		Retirement / CPF Contribution	8%
		Benefits-in-kind	18%
		Number of Share Options granted	940,000

	Above $500,000 to $750,000
	Patrick Michael Scodeller	Fixed	41%
		Bonuses	27%
		Retirement / CPF Contribution	8%
		Benefits-in-kind	24%
		Number of Share Options granted	320,000

	Above $250,000 to $500,000
	Karen Kooi Lee Wah	Fixed	63%
		Bonuses	26%
		Retirement / CPF Contribution	2%
		Benefits-in-kind	9%
		Number of Share Options granted	470,000
	Lina Lee	Fixed	66%
		Bonuses	26%
		Retirement / CPF Contribution	1%
		Benefits-in-kind	7%
		Number of Share Options granted	170,000
	Poopalasingam Subramaniam	Fixed	66%
		Bonuses	25%
		Retirement / CPF Contribution	2%
		Benefits-in-kind	7%
		Number of Share Options granted	170,000
	Terence Teo Hoon Beng	Fixed	67%
		Bonuses	25%
		Retirement / CPF Contribution	2%
		Benefits-in-kind	6%
		Number of Share Options granted	170,000
	In February 2008, 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 63 to 64 of the Annual Report.
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6	Audit Committee (“AC”) (Code of Corporate Governance Principles 11, 12 & 13; Listing Manual Rule 1207(6)) The AC comprises Mr. Reggie Thein as Chairman, Dr. Thio Su Mien, Mr. Patrick Yeoh Khwai Hoh and Mr. Alan Ow Soon Sian as members, all of whom, including the Chairman, are independent Directors. Three of the members, including the Chairman, have accounting, tax or related financial management expertise or experience. Mr. Alan Ow Soon Sian, who was appointed as a Director of the Company on 16 February 2009, was also appointed a member of the AC on the same date. The AC, which has written terms of reference approved by the Board, performs the following delegated functions: (a) Review with external auditors the audit plan including the nature and scope of the audit before its commencement, their evaluation of the systems of internal controls, their annual reports and their management letters and management’s response; (b) Review significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the Company and any formal announcements relating to the Company’s financial performance. This includes review of quarterly, half-year and annual financial statements before submission to the Board for its approval; (c) Review the assistance given by management to external auditors; (d) Review the independence and objectivity of the external auditors; (e) Review the nature and extent of non-audit services performed by external auditors; (f) Examine the scope of internal audit procedures and the results of the internal audit; (g) Review the adequacy of the Company’s internal financial controls, operational and compliance controls, and risk management policies and system established by Management (collectively “internal controls”), and ensure that a review of the effectiveness of the Company’s internal controls is conducted at least annually and such a review can be carried out by the internal and/or external auditors; (h) Meet with the external and internal auditors without the presence of management at least annually; (i) Review the effectiveness of the Company’s internal audit function and ensure that it is adequately resourced and has appropriate standing within the Company; (j) Investigate any matter which falls within the AC’s terms of reference, having full access to and co-operation by management and the full discretion to invite any Director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly; (k) Review interested persons transactions falling within the scope of Chapter 9 of the Listing Manual of the SGX-ST; (l) Make recommendation to the Board on the appointment/re-appointment/removal of external auditors, and approve the audit fees and terms of engagement of external auditors; (m) Obtain regular updates from management on key enterprise wide risks faced by the Company, so as to enable the AC to clearly define its oversight responsibilities and review the process available to manage these risks; and (n) Review arrangement by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters, so as to ensure that arrangements are in place for the independent investigation of such matters and for appropriate follow up action. The number of AC meetings held in 2008 and the attendance of each member at those meetings were as follows:

	AC Member	Number of AC meetings held in 2008	Number of AC meetings attended
	Reggie Thein	4	4
	Thio Su Mein	4	3
	Patrick Yeoh Khwai Hoh	4	4
	During the year, 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 Deputy Director or 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.
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7	Risk Management (Listing Manual Rule 1207(4)(b)(iv)) Risk management continues to be an integral part of the Company’s overall planning process and is closely aligned to the Company’s business objectives and strategy development. While the Board, via the Audit Committee, has general oversight, the risk management team, comprising members of senior management, is responsible for maintaining the risk management framework to provide the Board with an enterprise-wide view of the risk exposures and facilitates the implementation of risk management policies and systems and controls. During the year, major risks identified were reviewed to ensure continued relevance and effectiveness of controls and risk mitigation initiatives. Significant risk events are reported to executive management and the Board on a quarterly basis. Business continuity and crisis management plans were further refined to ensure readiness to handle unforeseen events that could affect business operations. Risk training programmes are also conducted on an on-going basis to inculcate and reinforce a proactive risk management culture within the Company. Overall, the Company adopts a cautious and prudent approach to achieve an appropriate balance between risk and return, but nevertheless, ensured that adequate resources are channelled to mitigate identified risks, thereby enhancing our decision making capabilities and driving business performance.
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8	Internal Controls (Code of Corporate Governance Principle 12) The Board believes that, in the absence of any evidence to the contrary, the system of internal controls maintained by the Group’s management and in place throughout the year and up to and as of the date of this report is adequate to meet the needs of the Group in its current business environment. The Audit Committee has reviewed the effectiveness of internal controls. 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 decisionmaking, human errors, losses, fraud or other irregularities.
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9	Internal Audit (Code of Corporate Governance Principle 13) The Group has an internal audit function that is independent of the activities it audits. During the year, the Internal Auditor reported 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.
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10	Communication with Shareholders (Code of Corporate Governance Principles 10, 14 & 15) Communications with shareholders and the investment community forms an integral part of the Group’s corporate governance and commitment to transparent, comprehensive and prompt disclosure. A number of communication channels are used to account to shareholders for the performance of the Company and to provide updates on pertinent developments. These include the annual report, quarterly results and other announcements made through the SGXNET, press releases and the Company’s website, as well as through the Annual General Meeting (AGM). Presentations given at appropriate intervals to representatives of the investment community and audio webcasts of quarterly results presentations, including question and answer sessions are also made available on the Company’s website. During the year, the Company continued to release its quarterly and full year results within one month from the end of the relevant financial period, in the form of a press release, financial statements containing management’s discussion and analysis of performance and outlook, and a presentation containing highlights and a review of financial and operating performance. All press releases, financial statements and presentation slides relating to results announcements are posted on both the SGXNET and the Company’s corporate website. Conference calls with media and analysts were held jointly immediately after the release of quarterly results, while an in-person briefing was conducted for the full year results announcement. Audio webcasts of these events were made available on the Company’s website. Information on major new initiatives by the Group was also made public as soon as feasible. The Company participated in several investor conferences and roadshows during the year, and discussions were based on publicly available materials and information. The Company does not practise selective disclosure. The Company is mindful of the remedial action required to make public disclosure as soon as practicable, should there be an event of inadvertent disclosure. The Group views the AGM as an important platform for shareholders to engage in interactive and open dialogue with the Board and senior management. As such, all Board members and senior management of the Group make their best effort to attend each AGM. During the year, the Annual Report and notice of the AGM were sent to all shareholders two weeks prior to the AGM which was held on 8 April 2008. This gave shareholders sufficient time to review the information. At the start of the AGM, the Company’s CEO made a short presentation on the Company’s past financial and operating performance as well as its developments and outlook. 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 the Company’s senior management. In addition, through a dedicated 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.
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11	Securities Transactions ((Listing Manual Rule 1207(18)) The Group has issued a Code for Dealings in M1 Shares (“the Code”) for the guidance of Directors, management and officers. The Code, which is based on SGX-ST Listing Rule 1207(18) with respect to dealings in securities, stipulates that Directors, management and officers of the Group who have access to price-sensitive and confidential information are not permitted to deal in the Company’s shares during the periods commencing one month before the announcement of the Group’s half and full year results and two weeks before the announcement of the Group’s first and third quarter results and ending on the date of the announcement of such results; and when they are in possession of price-sensitive and confidential information, in accordance with the laws of insider trading. The Code is incorporated as part of the Group’s Human Resources Manual and is available on the Intranet accessible by all staff. A reminder is also circulated to Directors, management and officers every quarter before the commencement of the period during which dealings in shares are prohibited and to those with access to price-sensitive and confidential information.
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12	Interested Person Transactions and Material Contracts (Listing Manual Rule 907 & 1207(8)) Interested person transactions carried out during the financial year ended 31 December 2008 by the Group were as follows:
		Aggregate value of all interested person transactions during the financial year under review (excluding transactions less than S$100,000 and transactions conducted under shareholders’ mandate pursuant to Rule 920)	Aggregate value of all interested person transactions conducted under shareholders’ mandate pursuant to Rule 920 of the SGX Listing Manual (excluding transactions less than $100,000)
		2008 S$’000	2008 S$’000
	Transactions for the Purchase of Goods and Services^	.	.
	Telekom Malaysia Berhad	-	7,660
	TM International Berhad	-	421
	Trisilco Folec Pte Ltd	-	938
	Keppel Logistics Pte Ltd	-	912
	Keppel FMO Pte Ltd	-	939
	CapitaMall Trust	-	1,108
	MediaCorp Pte Ltd	-	287
	Temasek Holdings (Private) Limited & its associates	-	1,590
	Transactions for the Sale of Goods and Services	.	.
	Telekom Malaysia Berhad	-	7,892
	TM International Berhad	-	261
	MediaCorp Pte Ltd	-	70
	Temasek Holdings (Private) Limited & its associates	-	189
	Total Interested Person Transactions	-	22,267
	^ As defined in Chapter 9 of the Listing Manual of the SGX-ST 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.
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