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THE STRAITS TRADING COMPANY LIMITED
The Straits Trading Company Limited (the “
Company
”) is committed to high standards of corporate governance. This report
describes the Company’s corporate governance policies and practices during the financial year ended 31 December 2015
(“
FY2015
”) with specific reference to the Code of Corporate Governance 2012 (the “
Code
”).
THE BOARD’S CONDUCT OF AFFAIRS
(Principle 1)
The Board provides policy direction and entrepreneurial leadership, approves the development and implementation of corporate
strategies, and ensures that the necessary financial and human resources are in place for the Company to meet its objectives. In
addition, the Board establishes a framework of prudent and effective controls which enables risks to be assessed and managed,
including safeguarding of shareholders’ interests and the Company’s assets.
The Board also sets the Company’s values and standards, and ensures that its obligations to all stakeholders aremet and understood.
While the Board remains responsible for providing oversight in the preparation and presentation of the financial statements, it has
delegated to the Management the task of ensuring that the financial statements are drawn up and presented in compliance with
the relevant provisions of the Singapore Companies Act, Chapter 50 and the Singapore Financial Reporting Standards.
The Board has appointed the Executive Chairman to oversee the Management, and the Lead Independent Director to ensure
continued good governance. Supported by the Board committees, namely the Audit Committee (“
AC
”), Remuneration Committee
(“
RC
”) and Nominating Committee (“
NC
”), the Board also approves the appointment of Board members, key business initiatives,
major investments and funding decisions, and interested person transactions. The Company has in place the Financial Authority
Limit Policy (“
FAL
”) which was approved by the Board as the mechanism through which the Board or its delegate approves
transactions and financial commitments within the Company and its subsidiaries (the “
Group
”). It is the responsibility of the
Management to ensure that transactions presented to the Board for approval have satisfied all other Group policies and procedures.
The FAL covers the authorisation limits of the Group’s activities such as investment activities, financing and debt management,
foreign exchange and interest rate risk management, and capital and operating expenditure.
For the Company’s various projects, the Board has from time to time delegated authority to certain ad-hoc committees of the
Board comprising two or more Directors, to provide detailed supervision and strategic oversight of such projects. Such ad-hoc
Board committees meet on a regular basis to provide strategic direction to the Management in the conduct of the projects.
The Board met six times in FY2015. Meetings by means of a conference telephone or similar communication equipment are
permitted in the Company’s Articles of Association. The Directors’ attendance at the Board and the various Board committees’
meetings during FY2015 are as follows:
Name of Director
Board
Remuneration
Committee
Nominating
Committee
Audit
Committee
Number of meetings held
6
1
2
6
Attendance
Ms Chew Gek Khim
6
2
Mr Razman bin Ariffin
6
1
6
Mrs Elizabeth Sam
6
Ms Chew Gek Hiang
6
1
6
Mr Goh Kay Yong David
6
Mr Yap Chee Keong
6
5
Mr Tham Kui Seng
6
1
2
Mr Tan Tiong Cheng
6
2
4
Dr Gary Hilton Weiss
5
6
Mr Chia Chee Ming, Timothy
1
5
Legend:
1
Appointed as Director on 27 February 2015 and attended all Board meetings held thereafter.
REPORT ON CORPORATE GOVERNANCE
