Audit Committee

Principle 10: The Board has an Audit Committee which discharges its duties objectively.

As at the date of this Annual Report, the members of the AC are as follows:

• Mr Stephen Ho ChiMing – Chairman
• Professor Chan Ching Chuen – Member
• Professor Chee Yeow Meng – Member

All the members of the AC including its Chairman are Independent.

None of the AC members were previously partners or directors of the Company’s external audit firm within a period of two (2) years commencing on the date of him ceasing to be a partner or director of the external audit firm or hold any financial interest in the external audit firm.

The Board is of the view that the AC members are appropriately qualified and have the recent and relevant accounting and/or related financial management expertise or experience as the Board interprets such qualifications to discharge their responsibilities.

The AC has kept the recent and relevant accounting or related financial management expertise or experience up to date by attending the training provided by the relevant regulatory parties.

In addition, the auditor of the Company provides update on recent developments to accounting standards to AC members on half yearly basis to ensure all AC members and management to keep abreast of the changes to accountings standards and issues which have a direct impact on financial statements.

The AC will meet periodically to, inter alia:

1. review the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the Company and any announcements relating to the Company’s financial performance;
2. review with the internal auditor their audit plan and report to the Board at least annually the adequacy of the internal audit procedures and their evaluation of the effectiveness of the Company’s overall internal controls and risk management, including financial, operational, compliance and information technology controls;
3. review interested person transactions, if any, to ensure that the internal control and review procedures are adhered to;
4. review the adequacy, effectiveness, scope and results of the external audit, and the independence and objectivity of the external auditors;
5. make recommendations to the Board on the proposals to the shareholders on the appointment, reappointment and removal of the external auditors, and approving the remuneration and terms of engagement of the external auditors;
6. establish and review, on an ongoing basis, the whistleblowing policies, processes and reporting procedures of the Company;
7. review the assurance from the Chief Executive Officer and Group Financial Officer on the financial records and financial statements; and
8. undertake generally such other functions and duties as may be required by law or the Listing Rules.

Apart from the above functions, the AC will also commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, failure of internal controls, or infringement of any law, rule or regulation which has or is likely to have a material impact on our Company’s operating results or financial position. Each member of the AC will abstain from voting in respect of matters in which he is interested.

The AC is empowered to investigate any matter relating to the group’s accounting, auditing, internal controls and/or financial practices brought to its attention, with full access to records, resources and personnel, so as to enable it to discharge its functions properly.

The AC assesses the independence of the external auditors, PricewaterhouseCoopers LLP (“PwC”), annually. The fee paid/ payable to PwC for FY2024 in relation to audit and non-audit services were HK$1,309,000 and HK$640,000 respectively. The audit and non-audit fee paid/payable to other PwC network firms were HK$593,000 and HK$210,000 respectively. The AC, having reviewed the volume of non-audit services provided by the external auditors to the Group, is satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors.

PwC is the appointed external auditors of the Company and its Singapore-incorporated subsidiary. Other than the overseas subsidiaries which were exempted from audit requirement under their respective laws of the country of incorporation, the overseas subsidiaries of the Group are either audited by a member firm of PwC or by the suitable auditing firms in their respective country of incorporation, which are reputable local audit firms with qualified local Chartered Accountants with local accreditations.

The AC and the Board are satisfied that the appointment of different auditing firms for its overseas subsidiaries would not compromise the standard and effectiveness of the audit of the Company. The AC confirmed that the Company has complied with Rules 712, 715 and 716 of the Listing Manual of the SGX-ST.

In reviewing the nomination of PwC for re-appointment as external auditors, the AC had considered the adequacy of resources and experience of PwC, the audit engagement partner and audit team assigned to the Company and Group’s audit and the Audit Quality Indicators of PwC for FY 2024.

Based on its review, the AC is satisfied that PwC is a suitable auditing firm that is able to meet the Company’s audit obligations and needs and has recommended the re-appointment of PwC as external auditors of the Company at the 2024 AGM, which was accepted by the Board and will be tabled at the 2024 AGM for shareholders’ approval. Accordingly, the Company has complied with Rule 712 of the Listing Manual of the SGX-ST.

The Company outsourced its internal audit function to an independent qualified firm of auditors Moore Advisory Services Limited (“Moore Advisory”), as its internal auditor, to review the effectiveness of the Company’s material internal controls.

The AC is responsible for the hiring, removal, evaluation and approving the remuneration and terms of engagement of the internal auditor. The AC reviews and approves the internal audit plan to ensure the adequacy of the scope of audit

During FY2024, Moore Advisory reviewed key internal controls in selected areas as advised by the AC and reported its findings together with recommendation on areas for improvement to the AC for review. The resulting report is reviewed in detail by the AC in conjunction with Management. The AC considers the effectiveness of responses or actions taken by Management on the audit recommendations and observations. Moore Advisory has unfettered access to all the Company’s documents, records, properties and personnel, including to the AC, and it has adequate resources and suitably qualified engagement staff s with relevant experience to conduct the internal audit, and perform internal audit functions effectively. The AC is satisfied that Moore Advisory has been able to discharge its duties effectively as the Internal Auditor, and the internal audit function is independent, effective and adequately resourced.

In line with the Code, a private session between the AC with the external and the internal auditors is held annually to discuss any matters concerning the Company without the presence of the Management. For FY2024, the AC has met with the internal and external auditors once without the presence of the Management.

The Company has put in place a whistleblowing policy which sets out the procedures for a whistleblower to make a report on misconduct or wrongdoing relating to the Company and its officers. The policy protects the identification of the whistleblower and ensures that the identity of the whistleblower is kept confidential to ensuring the protection of the whistleblower against any detrimental and unfair treatment. The policy had been circulated to all employees for implementation. It has been put in place to encourage and provide a channel to employees and any other persons to report, in good faith and in confidence, concerns about possible fraud, improprieties, fraudulent activities or malpractices or other matters within the Group in a responsible and effective manner. The objective of such an arrangement is to ensure independent investigation of such matters and for appropriate follow-up action.

The AC has reviewed the whistleblowing policy that the Group has established and is responsible for the oversight and monitoring of whistleblowing.

The Company has arrangements and processes to facilitate independent investigation of such concerns and for appropriate follow-up action. Concerns may be raised either verbally or in writing, to Azeus Global HR Manager and the Chairperson of the AC. Contact details of whom are set out in the whistleblowing policy. The AC upon receipt of complaints or allegations determines if an investigation is necessary.

All whistleblowing reports will be handled confidentially, except as necessary or appropriate to conduct investigation and to take remedial action, in accordance with the applicable law and regulations. The identity of the whistleblower making the allegation will be kept confidential and confined to disclosures on a need-to-know basis to the AC, the investigating team, the Board of Directors of the Company; and any party to whom the identity of the whistleblower is required to be disclosed by law.

For FY2024, there were no complaints, concerns of issues received by the AC.

SHAREHOLDERS’ RIGHT AND RESPONSIBILITIES

Shareholder Rights and Conduct of General Meetings

Principle 11: The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the company. The company gives shareholders a balanced and understandable assessment of its performance, position and prospects.

The Company respects and upholds shareholders’ rights and tenders its communication with shareholders with care. The Board recognises and exercises its overall responsibility to shareholders, by ensuring accurate financial reporting for the Company’s overall internal control framework, including financial, operational, information technology and compliance controls, risk management policies and through systems needed to safeguard the shareholders’ investments and assets of the Company. The Company’s Bye-laws allow the attendance by nominees of shareholders at general meetings. The Company encourages and facilitates shareholder engagement and participation through its meetings and briefings.

The AGMs and other general meetings of the Company represents the principal forum for dialogue and interaction with all shareholders. At each AGM and other general meetings, the Board welcomes questions from shareholders who have an opportunity to raise questions or share their views regarding the proposed resolutions and the Company’s business and affairs, either informally or formally before or at the meeting.

For the AGMs, shareholders were given the opportunity to submit questions concerning the Group’s business and operations and resolutions be proposed at the AGM, in advance of the meeting (as per the cut-off date as indicated in the Notice of general meeting) or at the AGM. The Company will address relevant and substantial questions via a response on the SGXNet and the Company’s website prior to the meeting. For any subsequent clarifications sought, or substantial and relevant follow-up questions received after the stipulated cut-off date, those will be addressed at the AGM itself.

Shareholders who are attending the AGM may also submit their substantial and relevant queries relating to the agenda of the meeting during the meeting, which the Management and the Board of Directors will address accordingly.

The Chairman of the Board Committees, Directors, senior management, and external auditors will be present and available at the general meeting to attend to the queries/questions from shareholders.

All resolutions tabled at the AGM and other general meetings are voted by way of poll conducted in the presence of independent scrutineers. Poll voting procedures are explained to shareholders at the AGM and other general meetings, where appropriate. All votes cast, for or against or abstain, and the respective percentages, in respect of each resolution are tallied and disclosed at the meeting and an announcement with the detailed results showing the numbers of votes cast for and against for each resolution and the respective percentage are published via SGXNet on the same day as the meeting. Each distinct issue is proposed as a separate resolution at general meetings.

The Company has not amended its Bye-Laws to provide for absentia voting method. As the authentication of Shareholder identity information and other related security issues remain a concern, the Company has decided, for the time being, not implement voting in absentia by mail, e-mail, or fax.

Minutes of AGMs and other general meetings are prepared and will be made available to shareholders upon receipt of their written request. The minutes of the AGM which include a summary of substantial and relevant comments or queries received from shareholders and responses from the Board and Management are published on the SGXNet and at the Company’s corporate website within one (1) month after the meeting.

The Company has since 2021 conducted its AGM via Hybrid mode where AGMs were held both physically (“physical AGM”) and via electronic means (“virtual AGM”).The AGMs were conducted using the Convene@AGM platform which shareholders who attended the virtual AGM not only have a real-time two-way interaction with the Company’s management and Board of Directors but also the option of live voting and interactive video question and answer session with the Board, in addition to the written questions. The hybrid AGMs provide a channel for shareholders (either at the physical venue or at the virtual meeting) to interact with the Company’s Board of Directors and Senior Management.

The Company will continue with this approach of holding its general meetings and the 2024 AGM will be held physically in Singapore and concurrently via electronic means.

Please refer to the Notice of 2024 AGM for further details.

While the Company has no official policy on the payment of dividends, it has consistently paid out the bulk of its profits as dividends since its listing in 2004. The amount of dividends paid each year will depend on factors that include the Group’s profit level, cash position and future cash needs.

On top of its first interim dividend paid out of HK$0.90 per ordinary shares in 1HFY2024, subject to shareholders’ approval at the forthcoming AGM, the Board has recommended a final dividend of HK$1.90 per share for the financial year ended FY2024. The total dividend paid out for FY2024 will be HK$2.80 per ordinary shares, representing majority of its profit of the year.

Engagement with Shareholders

Principle 12: The company communicates regularly with its shareholders and facilitates the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the company.

Engagement with Stakeholders

Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served.

The Company engages in regular, effective and fair communication with shareholders. The Board is mindful of the obligations to provide timely information and full disclosure of material information to shareholders in accordance with the statutory requirement and the listing manual of the SGX-ST. Information is communicated to shareholders on a timely basis. All material information and financial results are released through SGXNet.

The Company may also conduct media interviews as and when appropriate to give shareholders and the public deeper insights of the Group’s business and strategies when opportunities present themselves. Further, the Company release press releases or organize media/analyst briefings where appropriate, to keep shareholders informed of its corporate development.

Notice of the AGM or the Special General Meeting (“SGM”), if any, and Annual Reports/Circulars are issued to all shareholders of the Company. The Notice of AGM or SGM is also advertised in newspapers and announced via SGXNet. Information on major new initiatives of the Company is also disseminated via SGXNet, news release and made available on the Company’s website.

In line with the Company’s corporate social responsibility initiatives and environmental sustainability eff orts and as permitted under the Company’s Bye-Laws, Annual Report and Circular to Shareholders will be published on the Company’s corporate website and at the SGXNet and available for viewing or downloading by the shareholders. Printed copies will only be mailed to shareholders upon their request via the completion of the Request Form.

Shareholders of the Company will receive the AGM Notice, Proxy Form and Request Form (to request for printed copy of Annual Report and Circular) via mail. The documents are also accessible via the Company’s corporate website and at the SGXNet.

Regular meetings are held with investors, analysts, fund managers and the press. The Group also has a corporate web-site (www.azeus.com) where shareholders and members of the public are able to access up-to-date corporate information, announcements, new events related to the Group and Company’s Annual Report and Sustainability Report.

The Board considers the Company’s obligations to its shareholders and also the interests of its material stakeholders as the relationships with material stakeholders may have an impact on the Company’s long-term sustainability. Stakeholders are parties who may be affected by the Company’s activities or whose actions can affect the ability of the Company to conduct its activities. The Board has identified its stakeholders as customers, employees, suppliers, landlords, investors, media, government institutions and the communities. The Company maintains its Company’s website to communicate and engage with the stakeholders.

The Company also issues Sustainability Report to keep stakeholders informed on the commitment made by the Company in fostering the creation of long-term value for the stakeholders and sustainable development of the global economy. The Sustainability Report is available at the Company’s corporate website.