Corporate
Governance Summary

Corporate Governance (CG)1 Annual Report Reference
(references are to the CG Report,
unless otherwise stated)
BOARD RESPONSIBILITIES  
Board size  
The Board comprises ten members2. Guidelines 1.3 & 2.1 to 2.4
Board independence  
• Independent Directors make up 60% of the Board.2 Guidelines 1.3 & 2.1 to 2.4
• Independent Directors are independent from the Company’s
major shareholders, and do not hold any shares in the Company.		 “Directors’ Profiles” &
“Financial Statements" (p.114)
• The Nominating Committee determines annually the independence of the Directors, taking guidance from the Code of Corporate Governance and existence of relevant relationships or circumstances. Guidelines 2.1 to 2.4, 4.3, 4.4 & 4.5,
setting out description of how Company
assesses its Directors’ independence
CEO – Chairman separation
Lead Independent Director 		 
• The Chairman is a non-executive non-independent Director, and is not related to the CEO. Guideline 3.1
• The Board has not appointed a Lead Independent Director (“LID”) as the roles of the Chairman and the CEO are distinctly separate. The Chairman is not part of executive management; the Board has a strong element of independence with six out of the ten directors being independent; and Board discussions are open and frank. The Board reviews the need for a LID as part of its continuous assessment of best practices in corporate governance. Guidelines 3.3 & 3.4
• During the year, a LID was unanimously appointed by the independent Directors to guide and represent their views on a specific matter.  
Board competencies & training  
• The Board comprises respected individuals from different backgrounds, genders and whose core competencies, qualifications, skills and experience are extensive, diverse yet complementary. Guidelines 2.5 & 2.6
• One of the independent Directors has experience specialising in digital transformation solutions for enterprises, including telecommunications companies. “Directors’ Profiles”
• 20% of the Board comprises female Directors2.  
• Board diversity, among other relevant factors, is considered by the Nominating Committee in the selection, appointment and reappointment of Directors. Guidelines 4.6 & 4.7
• All newly-appointed Directors undergo a comprehensive orientation programme. Guidelines 1.6 & 1.7 setting out detailed information on Directors’ training
• All current Directors have prior experience as a director on a listed company, or experience on other major companies and/or from their professional engagements, equipping them to meet the demands of a director on a listed board.
“Particulars of Directors”
Company’s SGX
Announcements of Appointment
Board duties and responsibilities  
Board’s role and discharge of duties is disclosed Guidelines 1.1 & 1.2, 2.7 & 2.8 & 3.2
Board and committee meetings and attendance during the year  
• Board met 7 times
• Nominating Committee met 5 times
• Remuneration Committee met 4 times
• Audit and Risk Committees each met 4 times
Guideline 1.4
Guidelines 4.1 & 4.2, 7.1, 7.2 & 7.4, 11.4 & 12.1 to 12.5
Director attendance at meetings is disclosed
Nominating Committee & limits on number of directorships  
• The Nominating Committee comprises 4 members, 3 of whom are independent, including its Chairman. Guidelines 4.1 & 4.2
• The Board accepts as a guide that a Director of the Company should not have more than 6 listed company board representations and other principal commitments. Each Director fulfils this guidance. Guidelines 4.3, 4.4 & 4.5
• There are no alternate Directors.  
Selection of Directors  
• The Company has in place a process for the selection, appointment and re-appointment of Directors, which includes criteria on the type of skills needed given the Company’s strategic direction. Guidelines 4.6 & 4.7
• External searches for suitable candidates are conducted by the Nominating Committee.  
Board, individual Director & Committee appraisals  
• The Company conducts an annual performance assessment of the Board, the Board Committees and the individual Directors.
Guidelines 5.1, 5.2 & 5.3
Details on the process and criteria
used for assessment are provided
Remuneration Committee  
• As at the date of this report, the Remuneration Committee comprises 6 members, 4 of whom are independent, including its Chairman. Following a retirement and subject to the re-election of the Directors sitting on the Remuneration Committee at the AGM, the Remuneration Committee will comprise 5 members, 3 of whom are independent, including its Chairman. Guidelines 7.1, 7.2 & 7.4
• Remuneration Committee approves the remuneration of the CEO and senior management on an annual basis. It aligns remuneration of executives with performance, details of which are set out in the Annual Report. Committee’s Terms of Reference under Guidelines 7.1, 7.2 & 7.4. Committee takes into account the relevant principles in the CG Code and other salient factors in performing its function.
• Remuneration Committee has access to external expert advice, if required. Guideline 7.3
Executive Director & Top 5 executives’ remuneration  
• Remuneration of executive director who is also the CEO and the top 5 executives (including their names) is disclosed in S$250,000 bands. Guidelines 9.1 to 9.3, 9.5 to 9.6
• Aggregate remuneration of the top 5 executives is disclosed.  
• Company uses both short-term and long-term incentives in its remuneration framework. The remuneration mix includes fixed, bonuses, benefits-in-kind and share awards.
Guidelines 8.1 to 8.3, 9.6
Details of the Company’s share plan can also be found in the Financial Statements (FS) p.115-118 & Note 29 to the FS
Non-executive Directors’ fees  
Exact remuneration and fee structure of non-executive Directors are disclosed. Guidelines 8.1 to 8.3, 9.1 to 9.3 & 9.5 to 9.6
RIGHTS OF SHAREHOLDERS  
Dividend payments  
Interim and final dividends have been paid to all shareholders within 30 days after the declaration of dividends and/or shareholders’ approval at the AGM. Company’s SGX
Dividend announcements
Right to participate effectively and vote in general shareholder meetings  
• At each AGM, shareholders are provided with the opportunity to approve the remuneration for non-executive directors. Company’s Notice of AGM
• Company discloses voting and vote tabulation procedures, before the AGM proceeds, as well as the appointment of an independent scrutineer to count and validate votes at the AGM. Company’s AGM & AGM minutes
• Shareholders had the opportunity to voice their views and direct questions regarding the Group and the Company to the Board and senior management, details of which are recorded in the AGM minutes. Section D, Paragraph 14
(Shareholder Rights & Responsibilities)
• Board Chairman and CEO attended the last AGM.  
• Poll voting is used for all resolutions at the AGM.  
Conduct of interested person transactions (IPTs) and management of conflicts of interest  
• A Policy on Conflicts of Interest has been established requiring directors to refrain from participation in board discussions and decision-making process on a particular agenda when they have conflicts of interest. Guidelines 1.5 & 10.2
• IPTs are conducted fairly and on an arm’s length basis. Section E, Paragraph 18
(IPTs & Material Contracts)
Institutional investors  
Share ownership of Company’s twenty largest shareholders and substantial shareholders is disclosed. “Statistics of Shareholdings”
Shareholder participation  
• Shareholders who hold shares through nominees are allowed to appoint more than two proxies or to attend AGM as observers. Section D, Paragraph 14
(Shareholder Rights & Responsibilities)
AGM Proxy Form
• Detailed information on each agenda item is disclosed in the Notice of AGM. Notice of AGM
• Detailed information of the vote results showing the number of votes for and against each resolution is provided at the AGM and in the SGX announcement made on the same day. AGM minutes
Company’s SGX Announcement of voting results
• All Directors, including the CEO, are required to stand for re-election at least once every three years. Company’s Constitution, Notice of AGM
Dividend payment  
Company’s policy is disclosed. Section D, Paragraph 14
(Shareholder Rights & Responsibilities)
ENGAGEMENT OF STAKEHOLDERS  
Company’s policies – M1’s Sustainability Report  
• The Company is committed to conducting its business in a responsible, ethical and sustainable way. Details are set out in the Sustainability Report section of the Annual Report. In particular, and non-exhaustively, the Company:
(a) takes steps to ensure customers’ as well as employees’ health and safety;
(b) adopts eco-friendly measures to minimise its environmental footprint and effectively use limited resources;
(c) continues to actively engage and support the community with CSR projects that cover the arts, sports and youth causes;
“Sustainability Report”
 
(d) has a “zero tolerance” policy on fraud, corruption and other forms of unethical conduct, and ensures transparency in business practices as guided by its Employee Code of Conduct and procurement processes (M1 Supplier Code of Conduct) to protect the interests of our employees, stakeholders and creditors. Employees are encouraged to report suspicious or irregular behaviour they encounter in the course of work.
Guideline 12.7
Section E, Paragraphs 16
(Employee Code of Conduct)
and 17 (Responsible Procurement)
Shareholders’ avenue for redress  
• The Company has put in place safety procedures that all employees, contractors and visitors are required to comply with. The Company is committed to its employees’ physical and mental health and well-being and provides full-time employees with outpatient and inpatient medical coverage, regular health screenings and group insurance coverage. It also supports pro-family initiatives and supports the union’s efforts to further worker welfare and labour-management harmony. “Sustainability Report”
• Training and development programmes are provided for employees.  
Stock options  
The vesting period for stock options and share awards is 3 years or more. “Financial Statements” (p.115-118)
(Share Options & Share Plans of the Company)
Whistle-blowing policy  
The Company has a Policy for Disclosure of Reportable Conduct (Whistle-blowing policy). Anonymous complaints are given due regard. Details are provided in Guideline 12.7
ACCOUNTABILITY & AUDIT  
Composition of the Audit Committee  
• As at the date of this report, the Audit Committee comprises 4 members, all of whom are non-executive independent Directors, including its Chairman. 3 of the 4 Audit Committee members, including the Chairman, have an accounting or finance background. Guidelines 12.1 to 12.5
• Following a retirement and subject to the re-election of the Directors sitting on the Audit Committee at the AGM, the Audit Committee will comprise 3 members, all of whom are non-executive and independent, and 2 of whom have an accounting or finance background. “Directors’ Profiles”
Risk management and internal control systems  
• Process and framework used to assess the adequacy of risk management and internal control systems. Guidelines 11.1, 11.2 & 11.3
• Statement by the Board, with the concurrence of the Audit Committee on adequacy of risk management and internal control systems.  
• Ms Kwan Wai Ling heads the internal audit team which conducts the internal audit. “Senior Management Profiles”, Guidelines 13.1 to 13.5
• Certification by CEO and CFO that the financial statements give a true and fair view of the Group’s and the Company’s operations and finances. Guideline 11.3
• Assurance from the CEO and CFO regarding effectiveness of Company’s risk management and internal controls.  
External auditor and auditor report  
• Audit Committee (AC) is primarily responsible for proposing the appointment and removal of the external auditor. Audit Committee’s Terms of Reference, Guidelines 12.1 to 12.5
• AC considered volume of non-audit services provided by external auditor to Group, and was satisfied they do not prejudice the independence and objectivity of the external auditor. Guideline 12.6
• None of the AC members were formerly affiliated to the external audit firm. “Directors’ Profiles”
DISCLOSURE & TRANSPARENCY  
Transparent Ownership Structure  
Directors’ direct and indirect (deemed) shareholdings are disclosed. “Financial Statements" (p.114)
Quality of Annual Report (Company Information)  
Disclosure on the following is provided:  
(a) Corporate objectives
“Business Model”
(b) Financial performance indicators
“At A Glance” and “Performance Highlights”
(c) Non-financial performance indicators
“Operating Review”
(d) Key risks (including operational risks) and how these risks are assessed and managed
“Sustainability Report”
  Guidelines 11.1 to 11.3
Disclosure of related party transactions and IPTs  
• Procedures for the review of material/significant IPTs Section E, Paragraph 18 (IPTs & Material Contracts), which includes identification of related parties, the relationship, nature and value of the transactions
• Types of material transactions requiring Board approval Guideline 1.5
Directorships/Chairmanships in listed companies  
Directorships held by Directors at present and over the past 3 years “Particulars of Directors”
Timeliness of release of results  
Unaudited quarterly and full-year financial results are announced within 30 days of each quarter and year end respectively. Company’s SGX
quarterly announcements
Method of communication  
The Company uses its corporate website, analysts’ briefings, media briefings/press conferences, one-on-one and group meetings, teleconferences, roadshows and investor conferences, in addition to the AGM, SGX announcements, press releases and the annual report, in its communications with shareholders and the investing public. Section D, Paragraph 14
(Shareholder Rights & Communication with Shareholders)
Corporate website  
• The Company’s Corporate Governance Report, Supplier Code of Conduct and Policy on Directors’ Conflict of Interest can be found at: https://www.m1.com.sg/aboutm1/ourcompany/corporategovernance Section D, Shareholder Rights & Responsibilities
Company’s corporate website
• The Company’s website link is provided in the annual report and on the SGX website.  
• The Company’s website has a dedicated IR link providing financial information such as the Company’s financial and operating review at: https://www.m1.com.sg/aboutm1/investors  
• The following are also made available on the website:
(a) The Company’s latest financial results
(b) The Company’s latest annual report
(c) The Company’s IR contact
(d) The Company’s group structure
(e) The Company’s vision and mission statements
 
Responsiveness of Investor Relations Function  
All enquiries are responded to within 2 working days. Section D, Shareholder Rights & Responsibilities
Results briefings  
• Steps and measures taken to understand shareholders’ viewpoints and concerns Section D, Shareholder Rights & Responsibilities
• Adequate IR policy is in place  
ADDITIONAL GOVERNANCE PRACTICES  
CG Confirmation Statement  
The Board believes that the Company has complied in all material respects with the principles and guidelines of the Code of Corporate Governance. Where applicable, explanations are provided to any variation from the Code. Opening paragraph to Corporate Governance Report
Succession Planning for Board and Senior Management  
The Nominating Committee reviews the succession plans for the Board Chairman and CEO. It also considers, reviews and recommends to the Board any new Board appointment or re-appointment, having regard to the Director’s contribution and performance. Appointments of key management personnel are also reviewed and approved by the Nominating Committee. Nominating Committee Terms of Reference, Guidelines 4.1 and 4.2
Board Risk Committee  
The Company has a Board Risk Committee comprising non-executive Directors. Guideline 11.4
(Separate Board Risk Committee)
Code for Dealing in M1 Shares  
The Company has a Code for Dealings in M1 Shares for the guidance of Directors, management and other officers which explains the prohibition against insider trading and stipulates against trading on short term considerations. Section E, Paragraph 15
(Securities Transactions, Listing Manual Rule 1207(19))
1 As guided by the Singapore Governance & Transparency Index Framework.
2 One of the independent Directors on the Board will be retiring and will not be standing for re-election at the AGM of 11 April 2018. The board composition reflected in this Annual Report, including that in terms of independent Directors and gender diversity, takes into account this retirement
M1 LIMITED Annual Report 2017
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