Corporate Governance

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Code of Business Conduct

The Directors, officers and employees are required to observe and maintain high standards of integrity, as are in compliance with law and regulations and the Company’s policies.

Dealings in Securities

The Company has adopted an internal code of practice for securities transactions by all Directors, officers and employees of the Group in compliance with Rule 1207(19) of the Listing Manual of SGX-ST.

In compliance with the above-mentioned Rule, Directors, officers and employees of the Group have been advised not to trade in the listed securities of the Company when in possession of unpublished price-sensitive information or on short-term considerations. Directors, officers and employees are also advised not to trade in the Company’s securities during the period commencing one month before the announcement of the Company’s half year and full year financial results and ending on the day of the announcement of the relevant results. All directors, officers and managers are required to file with the Company regular reports on all their dealings in the listed securities of the Group during the financial year.

Material Contracts

There were no material contracts (including loans) of the Company or its subsidiaries involving the interests of the CEO, directors or controlling shareholders, which subsisted at the end of the financial year or have been entered into since the end of the previous financial year.

Interested Person Transactions

The Group has adopted an internal policy in respect of any transactions with interested persons and established procedures for the review and approval of such transactions.

An interested person transactions will be properly documented and submitted to the AC for half-yearly review to ensure that they are carried out on an arm’s length basis, on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders.

The Group has not obtained a general mandate from shareholders for IPT. There were no interested person transactions of S$100,000 and above during FY2020.

DISCLOSURE OF INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Pursuant to Rule 720(6) of the Listing Manual of the SGX-ST, the information relating to the Directors nominated for re-election at the forthcoming AGM is set out below:

Mr Koji MIura Mr Lee Wan Lik Mr Stephen Ho ChiMing
Date of Appointment 14 September 2004 12 May 2004 20 April 2020
Date of last re-appointment 13 July 2018 10 July 2017 Not Applicable
Age 71 58 60
Country of principal residence Singapore Hong Kong Taiwan
The Board’s comments on this appointment (including rationale, selection criteria, and the search and nomination process) The re-election of Mr Koji Miura as the Independent Director of the Company was recommended by the NC and accepted by the Board, after taking into consideration his expertise, performance, overall contributions, and competencies in fulfilling his responsibilities. The re-election of Mr Lee Wan Lik as the CEO and Managing Director of the Company was recommended by the NC and accepted by the Board, after taking into consideration his expertise, performance, overall contributions, and competencies in fulfilling his responsibilities. Mr Stephen Ho ChiMing was appointed on Board on 20 April 2020.

Mr Stephen Ho’s reelection as the Lead Independent Director of the Company was recommended by the NC and accepted by the Board, after taking into consideration his qualification, expertise, past experience and contribution since he was appointed as a Director of the Company
Whether appointment is executive, and if so, the area of responsibility Non-Executive Executive Non-Executive
Job Title (e.g. Lead ID, AC Chairman, AC Member , etc) Independent Director, Chairman of Audit Committee and a member of Remuneration Committee. Executive Chairman, CEO and Managing Director, and member of the Nominating Committee. Lead Independent Director, Chairman of Remuneration Committee and a member of the Audit and Nominating Committees.
Professional qualifications Degree in Business Administration Master of Science in Computer Sciences; Bachelor of Science in Computer Science and Engineering;

Bachelor of Science in Mathematics
Master of Business Administration, Major in Finance; Master of Science, Civil Engineering; Bachelor of Science, Construction Engineering
Working experience and occupation(s) during the past 10 years Present – Managing Director of Miura & Associates Management Consultants Pte Ltd. Executive Chairman, CEO and Managing Director of the Company 2020 to present – Advisor to Institutional Banking Group, DBS Bank Ltd (Taiwan).

July 2019 to June 2020 – Senior Consultant, Institutional Banking Gr

March 2014 to June 2019 – Managing Director, Institutional Bank group, DBS bank Ltd (Taiwan).

May 2011 to July 2013 – CEO / Managing Director of DBS Asia Capital, Hong Kong.

Telecom, Media and Technology – from June 2001 to April 2011. Managing Director, Institutional Banking Group, DBS Bank (Singapore):

DBS Malaysia – from January 2010 to April 2011.
Shareholding interest in the listed issuer and its subsidiaries No 8,032,132 ordinary shares in the Company (direct interest) 15,300,000 ordinary shares in the Company (deemed interest) No
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries No Mr Lee Wan Lik is the spouse of Ms Lam Pui Wan (the Executive Director of the Company).

Mr Lee Wan Lik is a Director and shareholder holding 10% equity interest in Mu Xia Ltd. Mu Xia Ltd is a substantial shareholder holding 51% shareholding in the capital of the Company.
No
Conflict of Interests (including any competing business) No No No
Undertaking (in the format set out in Appendix 7.7) under Rule 720(1) has been submitted to the listed issuer Yes Yes Yes
Other Principal Commitments* Including Directorships#
Past (for the last 5 years) Nil Nil Nil
Present Independent Director of Wave Life Sciences Ltd

Current Director of
  • Miura & Associates Management Consultants Pte Ltd
  • Marine Tec Tachibana Pte Ltd
  • Matsuura Singapore Pte Ltd
  • Mercury Investment Holding Pte Ltd
  • M. Janson Trading (S) Pte Ltd
  • Singapore Hyorei Private Limited
  • Triple Farm Singapore Pte Ltd
Current Director of
  • Azeus Systems Holdings Ltd
  • Azeus Systems Limited,
  • Azeus Systems Philippines Inc
  • Azeus Systems Manila (BVI) Ltd
  • Convene SG Pte. Ltd
  • Azeus UK Ltd
  • Convene Pty Ltd.
  • Azeus Convene (BVI) Limited
  • Convene, Inc.
  • Convene DWC LLC
  • Convene India Private Limited
Nil
Disclose the following matters concerning an appointment of director, chief executive officer, chief financial officer, chief operating officer, general manager or other officer of equivalent rank. If the answer to any question is “yes”, full details must be given
(a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was fi led against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? No No No
(b)Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? No No No
(c) Whether there is any unsatisfied judgment against him? No No No
(d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? No No No
(e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? No No No
(f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? No No No
(g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? No No No
(h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? No No No
(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of:–
  1. any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
  2. any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
  3. any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
  4. any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere
in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
No No No
k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? No No No
Disclosure applicable to the appointment of Director only
Any prior experience as a director of a listed company? Yes Yes Yes
If yes, please provide details of prior experience.

If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange.

Please provide details of relevant experience and the nominating committee’s reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable).
Mr Koji Miura is currently the Independent Director of the Company Mr Lee Wan Lik is currently the CEO, Managing Director and Executive Chairman of the Company The Company will arrange for Mr Stephen Ho ChiMing to attend courses in relation to the roles and responsibilities of a director of a Singapore public listed company, conducted by the Singapore Institute of Directors