M1 Limited 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).
1. 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 eleven Directors, all of whom are non-executive except for the Chief Executive Officer, 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 57 to 62 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 members and Board committee members are set
out below:
|
Name |
Status |
Board |
Nominating
Committee |
Remuneration
Committee |
Audit
Committee | |
|
Non-executive |
|
Teo Soon Hoe |
N |
Chairman
|
|
Member |
|
|
Roger Barlow |
I |
Member |
|
Chairman
|
|
|
Chow Kok Kee |
I |
Member |
|
Member |
|
|
Jamaludin Ibrahim |
N |
Member |
|
|
|
|
Low Huan Ping |
N |
Member |
|
Member |
|
|
Alan Ow Soon Sian |
I |
Member |
|
|
Member |
|
Reggie Thein |
I |
Member |
Member |
|
Chairman |
|
Thio Su Mein |
I |
Member |
Chairman |
|
Member |
|
Patrick Yeoh Khwai Hoh |
I |
Member |
Member |
|
Member |
|
Yusof Annuar Yaacob |
N |
Member |
|
|
|
|
Executive |
|
Karen Kooi Lee Wah |
N |
Member
|
|
|
|
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 |
|
|
Date of Initial
Appointment
|
| |
|
Teo Soon Hoe |
60 |
Chairman
&
Director
|
01.03.2009
07.05.1996 |
08.04.2008 |
|
Karen Kooi Lee Wah |
55 |
Executive Director |
22.04.2009 |
- |
|
Roger Barlow |
60 |
Director |
22.05.2002 |
07.04.2009 |
|
Chow Kok Kee |
58 |
Director |
16.02.2009 |
07.04.2009 |
|
Jamaludin Ibrahim |
50 |
Director |
21.08.2008 |
07.04.2009 |
|
Low Huan Ping |
53 |
Director |
01.09.1994 |
03.04.2007 |
|
Alan Ow Soon Sian |
63 |
Director |
16.02.2009 |
07.04.2009 |
|
Reggie Thein |
68 |
Director |
08.11.2002 |
08.04.2008 |
|
Thio Su Mein |
71 |
Director |
08.11.2002 |
07.04.2009 |
|
Patrick Yeoh Khwai Hoh |
71 |
Director |
08.11.2002 |
07.04.2009 |
|
Yusof Annuar Yaacob |
44 |
Director |
16.11.2005 |
07.04.2009 |
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 or compliance issues where necessary.
During the year, eight Board meetings were held. The Company’s Articles of Association provide for telephonic and
videoconference meetings. The number of applicable Board meetings held in 2009, as well as the attendance of every
Board member at those meetings applicable to them were as follows:
|
Director |
Number of applicable Board meetings held in 2009 |
Number applicable of Board meetings attended | |
|
Lim Chee Onn1 |
2 |
2 |
|
Neil Montefiore2 |
1 |
0 |
|
Teo Soon Hoe3 |
8 |
8 |
|
Karen Kooi Lee Wah4 |
6 |
6 |
|
Roger Barlow |
8 |
7 |
|
Chow Kok Kee5 |
7 |
6 |
|
Jamaludin Ibrahim |
8 |
7 |
|
Low Huan Ping |
8 |
8 |
|
Alan Ow Soon Sian6 |
7 |
7 |
|
Reggie Thein |
8 |
6 |
|
Thio Su Mein |
8 |
7 |
|
Patrick Yeoh Khwai Hoh |
8 |
7 |
|
Yusof Annuar Yaacob |
8 |
7 |
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 |
Mr. Teo Soon Hoe was appointed as Chairman of the Company with effect from 1 March 2009 |
4 |
Ms. Karen Kooi was appointed as Chief Executive Officer and Executive Director of M1 on 22 April 2009. Ms. Kooi was also the Acting Chief Executive Officer of M1 with effect from 1 February 2009 until her appointment as Chief Executive Officer on 22 April 2009. |
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 |
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. Teo Soon Hoe was appointed 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 was appointed as the Chief Executive Officer on 22 April 2009.
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 decision-making
are not compromised.
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) 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 2009
and the attendance of each member at those
meetings were as follows:
|
NC Member |
Number of NC meetings
held in 2009 |
Number of NC meetings
attended | |
|
Thio Su Mein |
3 |
3 |
|
Reggie Thein |
3 |
3 |
|
Patrick Yeoh Khwai Hoh |
3 |
3 |
The NC reviewed the independence of the Directors and arrived at its conclusions regarding each Director as set out in
Section 1 (“Board of Directors”).
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.
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.
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 of the Board for endorsement of 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. |
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 2009 |
Number of RC meetings
attended | |
|
Roger Barlow |
4 |
4 |
|
Chow Kok Kee1 |
3 |
3 |
|
Low Huan Ping |
4 |
4 |
|
Teo Soon Hoe |
4 |
4 |
1 Mr. Chow Kok Kee was appointed as a Director of the Company with the effect from 16 February 2009
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 2009
was as follows:
|
Board |
Chairman |
S$35,000 per annum |
Director |
S$25,000 per annum |
|
Audit Committee |
Chairman |
S$20,000 per annum |
Director |
S$15,000 per annum |
|
Nominating Committee |
Chairman |
S$15,000 per annum |
Director |
S$10,000 per annum |
|
Remuneration Committee |
Chairman |
S$15,000 per annum |
Director |
S$10,000 per annum |
The annual remuneration of non-executive Directors for 2009 was as follows:
|
Non-executive Director |
Position Held |
Director’s Fee | |
|
Lim Chee Onn1 |
Board Chairman (until 01/03/2009) |
5,658 |
|
Teo Soon Hoe2 |
Board Chairman (effective 01/03/2009), RC member |
43,383 |
|
Roger Barlow |
Board member, RC chairman |
40,000 |
|
Chow Kok Kee3 |
Board Member, RC member |
30,589 |
|
Jamaludin Ibrahim |
Board member |
25,000 |
|
Low Huan Ping |
Board member, RC member |
35,000 |
|
Alan Ow Soon Sian4 |
Board member, AC member |
34,959 |
|
Reggie Thein |
Board member, AC chairman, NC member |
55,000 |
|
Thio Su Mien |
Board Member, NC Chairman, AC Member |
55,000 |
|
Patrick Yeoh Khwai Hoh |
Board Member, AC Member, NC Member |
50,000 |
|
Yusof Annuar Yaacob |
Board Member |
25,000 |
1 Mr. Lim Chee Onn resigned as a Director of the Company and as Chairman with effect from 1 March 2009
2 Mr. Teo Soon Hoe was appointed as Chairman of the Company with effect from 1 March 2009
3 Mr. Chow Kok Kee was appointed as a Director of the Company with effect from 16 February 2009
4 Mr. Alan Ow Soon Sian was appointed as a Director of the Company with effect from 16 February 2009
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 2009, 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:
|
|
Fixed |
Bonuses |
Retirement/
CPF
contribution |
Benefits-
in-
kind |
Share
options |
Number of share
options granted | |
|
Above $750,000 to $1,000,000 |
|
|
|
|
|
|
|
|
Karen Kooi Lee Wah
|
46% |
30% |
1% |
8% |
15% |
800,000 | |
|
Above $500,000 to $750,000 |
|
|
|
|
|
| |
|
Patrick Michael Scodeller
|
36% |
18% |
8% |
30% |
8% |
330,000 | |
|
Above $250,000 to $500,000 |
|
|
|
|
|
| |
|
Lim Sock Leng |
62% |
16% |
3% |
9% |
10% |
180,000 |
|
Lina Lee |
66% |
17% |
2% |
7% |
8% |
180,000 |
|
Poopalasingam Subramaniam |
66% |
17% |
2% |
7% |
8% |
180,000 |
|
Terence Teo Hoon Beng |
67% |
16% |
2% |
7% |
8% |
180,000 |
In February 2009, 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 66 to 67 of the Annual Report.
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 2009
and the attendance of each member at those
meetings were as follows:
|
AC Member |
Number of applicable AC meetings
held in 2009 |
Number of applicable AC
meetings attended | |
|
Reggie Thein |
4 |
4 |
|
Alan Ow Soon Sian1 |
3 |
3 |
|
Thio Su Mein |
4 |
3 |
|
Patrick Yeoh Khwai Hoh |
4 |
4 |
1 Mr. Alan Ow Soon Sian was appointed as a Director of the Company with effect from 16 February 2009
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.
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 initiatives taken are closely
aligned to the Company’s performance objectives and business strategy. The Board, via the Audit Committee, has general
oversight through an executive team, comprising members of senior management who are responsible for driving the risk
management processes and controls. Risk accountability is clearly assigned across all departments / functional units.
During the year, the risk reporting processes and methodology were reviewed to refine key risk indicators and risk
assessment extended to include review of systemic risks. Business continuity and crisis management plans were
further fine-tuned to enhance remote access capabilities and staff deployment in split-site operations. Regular risk
training programmes are organised to foster a risk-centric culture throughout the organisation.
During the year, M1’s Influenza Pandemic Preparedness Plan was activated in response to the H1N1 flu outbreak in
Singapore. The experience affirmed M1’s organisational preparedness to address operational exigencies and ensure
operational continuity to mitigate the impact on the
Company’s business.
Overall, a prudent and calculated approach to achieve an optimal balance between risks and returns is adopted. Resources
are channelled to mitigate key risks through an elaborate risk reporting framework, thereby enhancing our decision making
capabilities and effectiveness.
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 decision-making,
human errors, losses, fraud or other
irregularities.
9. INTERNAL AUDIT
(Code of Corporate Governance
Principle 13)
The Group has an internal audit function that
is independent of the activities it audits.
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.
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 7 April 2009.
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.
11. SECURITIES TRANSACTIONS
(Listing Manual Rule 1207(18))
The Group has issued a Code for Dealings in M1 Shares for the guidance of Directors, management and officers. The said
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 said 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.
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
2009 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 $100,000) | |
|
|
2009
S$’000 |
2009
S$’000 | |
|
Transactions for the Purchase of Goods and Services1 |
| |
|
Telekom Malaysia Berhad |
- |
5,419 |
|
Axiata Group Berhad (formerly known
as TM International Berhad) |
- |
2,480 |
|
Keppel Communications Pte Ltd |
- |
1,329 |
|
Trisilco Folec Pte Ltd |
- |
124 |
|
Keppel Logistics Pte Ltd |
- |
912 |
|
Keppel FMO Pte Ltd |
- |
875 |
|
CapitaMall Trust |
- |
1,523 |
|
MediaCorp Pte Ltd |
- |
420 |
|
Starhub Ltd |
- |
1,478 |
|
Temasek Holdings (Private) Limited &
its associates |
- |
777 | |
|
Transactions for the Sale of Goods and Services |
| |
|
Telekom Malaysia Berhad |
- |
5,496 |
|
Axiata Group Berhad (formerly known
as TM International Berhad) |
- |
1,557 |
|
MediaCorp Pte Ltd |
- |
231 |
|
Temasek Holdings (Private) Limited &
its associates |
- |
247 | |
|
Total Interested Person Transactions |
- |
22,868 |
1 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.