Corporate Governance

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Level and Mix of Remuneration

Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company.

The Company advocates a performance-based remuneration system for Executive Directors and Key Management Personnel that is flexible and responsive to the market. The remuneration of the Executive Directors and the key management personnel comprises a basic salary component and a variable component which is the annual bonus, based on the performance of the Group as a whole and the individuals performance, designed to align their interests with those of shareholders.

The CEO Mr Michael Yap Kiam Siew and the Executive Director Mr Lee Wan Lik has each entered into a service agreement (the “Service Agreement”) with the Company. The Service Agreement is valid for a term of one year and thereafter continues from year to year unless terminated in accordance with the provisions of the Service Agreement. The Service Agreement can be terminated by either party giving not less than three months’ notice provided that the Company shall have the option to pay three months’ salary in lieu of any required period of notice. Except for such payment in lieu of notice as provided for under the Service Agreement, no compensation or damages are payable by the Company to Mr Lee Wan Lik and Mr Michael Yap Kiam Siew respectively, in respect of their termination in accordance with the terms of the Service Agreement.

The RC has adopted a framework which consists of a base fee to remunerate Independent Directors and NonExecutive Directors based on their appointments and roles in the respective Board Committees, taking into account the level of contribution and factors such as eff ort, time spent and responsibilities, and the fees paid by comparable companies. Directors’ fees to be paid to the Independent Non-Executive Directors will be tabled at the Company’s AGM for shareholders’ approval. The Directors’ fees are reviewed annually to ensure that the Independent Directors are not overcompensated to the extent that their independence may be compromised. Other than Directors’ fees, the Independent Directors do not receive other form of remuneration from the Company. The RC has recommended the payment of the Directors’ fees of S$78,000 for FY2023. This recommendation has been endorsed by the Board and will be tabled at the Company’s AGM for shareholders’ approval.

The Company does not use contractual provisions to allow the Company to reclaim incentive components of remuneration from the Executive Director and key management personnel in exceptional circumstances of misstatement of fi nancial statements, or of misconduct resulting in fi nancial loss to the Company. The company should be able to avail itself to remedies against the Executive Directors and key management personnel in the event such breach of fiduciary duties.

Disclosure on Remuneration

Principle 8: The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.

Directors’ remuneration

A breakdown, showing the level and mix of each individual director’s remuneration paid or payable for FY2023 is as follows:

Name of Director Salary Bonus Director’s fees Termination, retirement and post-employment benefits Total
Mr Lee Wan Lik
– spouse of Lam Pui Wan
HK$600,000 HK$18,000 HK$618,000
Mr Michael Yap Kiam Siew HK$1,919,338 HK$200,029 HK$39,863 HK$2,159,230
Mr Stephen Ho ChiMing (S$28,000)/td> HK$159,600 HK$159,600
Mr Koji Miura (S$25,000) HK$142,500 HK$142,500
class=”main-col”Mr Chan Ching Chuen (S$25,000) HK$142,500 HK$142,500

For the FY2023, the Company has six (6) key management personnel and the disclosure of their remuneration in bands of S$250,000 for the FY2023 is as follows:

Remuneration band and name of key management personnel Salary Bonus Termination, retirement and post-employment benefits Total
Individual remuneration is above S$250,000 to S$500,000 (approximately HK$1,500,000 to HK$3,000,000)
Individual remuneration is below S$250,000 (approximately HK$1,500,000)
Mr Stephen Ma 98% 2% 100%
Mr Jerry Chua 75% 25% 100%
Mr Rene Toling Lindio 74% 26% 100%
Ms Peggy Sam 100% 100%
Miss Eleanor Jim 98% 2% 100%
Mr Albert Chiang 98% 2% 100%
Total remuneration paid in FY2023 to the key management personnel HK$4,622,972 HK$339,124 HK$4,962,096

The Company believes that it should not disclose the remuneration paid to the key management personnel in absolute amount due to the highly competitive market and in the interest of maintaining good morale and building team work within the Group.

There were no employees who are substantial shareholders of the Company, or immediate family members of any Director, the CEO or substantial shareholder of the Company, and whose remuneration exceeded S$100,000 in FY2023.

There were no termination of any Directors and Key Management Personnel during FY2023.


Risk Management and Internal Controls

Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the company and its shareholders.

The Board is responsible for ensuring that there is a system of internal fi nancial controls, operational and compliance controls and information technology controls, and risk management policies and for reviewing its adequacy and effectiveness. The Management is responsible for internal control and for ensuring compliance therewith. The Audit Committee (“AC”) assists the Board in discharging its internal control review responsibilities. The Board makes continuous efforts to embed internal controls into the operations of the businesses and to deal with areas of improvement which come to the attention of Management and the Board.

The Company does not have a Risk Management Committee. However, Management regularly reviews the Group’s business and operational activities to identify areas of signifi cant business risks as well as appropriate measures to control and mitigate these risks. The Management reviews all signifi cant control policies and procedures and highlights all signifi cant matters to the Board and the AC. The Group’s fi nancial risk management is disclosed under Note 29 of the Notes to the Financial Statements on pages 74 – 82 of this Annual Report.

The Management, internal auditor and the external auditor of the Company conduct reviews and audits on a regular basis that involve testing the adequacy and eff ectiveness of material internal controls on key risks. Any material noncompliance or lapses in internal controls and its corresponding mitigating actions will be reported to the AC. At least annually, the Board, with the assistance from the AC, will review the adequacy and eff ectiveness of the Company’s Risk Management and internal control systems, including fi nancial, operational, compliance and information technology risks.

The Board notes that these internal control systems are designed to manage rather than to eliminate the risk of failure to achieve business objectives. In addition, these systems can only provide reasonable but not absolute assurance against material misstatement or loss.

For FY2023, the Board has received written assurances from the CEO and the Group Financial Controller (a) that the fi nancial records have been properly maintained and the fi nancial statements give a true and fair view of the Company’s operations and fi nances; and (b) that the risk management and internal control systems of the Company is adequate and effective to deal with major risks relating to fi nancial, operational, information technology and compliance aspects.

Based on the systems of risk management and internal controls established and maintained by the Group, work performed and reports by the internal and external auditors and the above written assurances, the Board, with the concurrence of the AC, is of the opinion that the Group’s risk management and internal controls systems, addressing the fi nancial, operational, compliance and information technology risks, are effective and also adequate.