ANNUAL REPORT 2015
29
Corporate Governance
Report
Shareholders are informed of shareholders’ meetings through notices published in the newspapers, reports and/or circulars provided to
all shareholders. Each item of special business included in the notices of shareholders’ meetings is accompanied, where appropriate, by an
explanation for the proposed resolution. Separate resolutions are proposed for substantially separate issues at shareholders’ meetings for
approval. “Bundling” of resolutions are kept to a minimum and are done only where the resolutions are interdependent and linked so as to form
one significant proposal and only where there are reasons and material implications involved. All resolutions are to be voted by poll, following
which the detailed results showing,
inter alia
, the number of votes cast for and against each resolution and the respective percentages will be
announced.
The CEO and Executive Chairman and chairpersons of the AC, NC and RC will be available at shareholders’ meetings to answer queries. The
external auditors will also be present at the AGM to assist the Directors in addressing any relevant queries by shareholders regarding the conduct
of audit and the preparation and content of the auditors’ report. The AGM is the principal forum for dialogue with shareholders.
In addition, the Company’s investor relations team is led by the Chief Financial Officer who is responsible for integrating finance, accounting,
corporate communications and legal compliance to enable effective communication between the Company and investors. The Company holds
briefings to present its financial results for the media and analysts, when requested. Outside of the financial announcement periods, when
necessary and appropriate, management will meet investors and analysts who like to seek a better understanding of the Group’s business and
operations. This also enables the Company to solicit feedback from the investment community on a range of strategic and topical issues which
provide valuable insights to the Company on investors’ views. When opportunities arise, the Company conducts media interviews to give its
shareholders and the public a better perspective of the Group’s business, operations and prospects.
The Articles of Association of the Company allow a member of the Company to appoint one or two proxies to attend and vote instead of the
member. Voting in absentia, including voting by mail, electronic mail or facsimile, may only be possible following careful study to ensure the
integrity of the information and authentication of the identity of member through the web is not compromised and is also subject to legislative
amendment to recognise electronic voting.
The minutes of general meetings, which include substantial and relevant questions and comments from shareholders and responses from the
Board and management, are available to shareholders upon written request.
The Company currently do not have a fixed dividend policy. The Board will not be recommending any dividends for FY2015, as it was only recently
listed on the Catalist of the SGX-ST on 9 November 2015. Any declaration and payment of dividends in the future will depend on,
inter alia
, our
Group’s operating results, financial conditions, cash flows, expected future earnings, capital expenditure programme(s) and investment plans, the
terms of our borrowing arrangements (if any) and other factors deemed relevant by our Directors. There can be no assurance that dividends will
be paid in the future or of the amount or timing of any dividends that will be paid in the future.
Subject to the above and approval by shareholders (where necessary), our Directors intend to recommend and distribute dividends of not less
than 30.0% of our net profits attributable to our shareholders in each of the financial years ending 30 September 2016 and 30 September 2017
(“Proposed Dividend”). However, investors should note that all the foregoing statements, including the statements on the Proposed Dividend, are
merely statements of our present intention and do not constitute a legally binding obligation on the part of our Company in respect of the payment
of any dividends, which may be subject to modification (including any reduction or non-declaration thereof) in our Directors’ sole and absolute
discretion.
DEALINGS IN SECURITIES
(Rule 1204(19) of the Catalist Rules)
The Company has adopted an internal compliance code on dealings in the Company’s securities which is notified to all Directors and employees
of the Group, pursuant to Rule 1204(19) of the Catalist Rules. The Company and all Directors, officers and employees of the Group are prohibited
from dealing in the Company’s securities during the period commencing two (2) weeks before the announcement of the Group’s quarterly and
half-year financial results, and the period commencing one (1) month before the announcement of its full-year financial results.
All Directors, officers and employees are expected to observe insider trading laws at all times. In particular, they are aware that dealing in
the Company’s securities, when they are in possession of unpublished material price-sensitive information in relation to those securities, is an
offence. Our Directors, officers and employees are also discouraged from dealing in the Company’s securities on short-term considerations.
