The Board and Investment Manager of TIH Limited (the "Company" or "TIH") are committed to maintaining a high standard of corporate governance and believe that commitment to good corporate governance is essential to the Company's business and performance.
The following describes the Company's corporate governance practices that were in place during the financial year ended 31 December 2018 with specific references to the principles set out in the Code of Corporate Governance 20121 (the "Code"). TIH is listed on the Singapore Exchange Securities Trading Limited and the Board of Directors is pleased to confirm that the Company has adhered to the principles and guidelines of the Code as well as the Listing Manual of the SGX-ST, where appropriate and applicable.
Board's Conduct of Affairs
Principle 1: Effective Board to lead and control the Company
Principle 3: There should be clear division of responsibilities between the leadership of the Board and the executives responsible for managing the Company's business
The Company recognises that in order to achieve a balance of power and authority for independent decision making, there should be a clear division of responsibilities between the working of the Board and the Investment Manager's responsibility of the Company's business.
As TIH is a fund, the Board is responsible for strategy planning and company policies such as dividend policy and performance objectives. The TIH Board is not involved in the day to day operations of the Company as the management of TIH has been seconded to TIH Investment Management Pte. Ltd., its wholly owned subsidiary.
The Chairman of the Board, Mr Kin Chan, had been a non-executive Director of the Company since his appointment to the Board on 1 October 2004. On 1 July 2016, TIH Investment Management Pte. Ltd. ("TIHIM"), the Investment Manager of the Company, obtained its Capital Markets Services licence ("CMS Licence") from The Monetary Authority of Singapore ("MAS"). Due to Mr Chan's role as a Board Investment Committee ("BIC") member, Mr Chan is now a licenced representative of the Investment Manager. Following his appointment as a licenced representative of the Investment Manager on 26 August 2016, Mr Chan is deemed an Executive Director of the Company. However, other than being a BIC member, he does not have any executive role in the day to day operations of the Company. His duties and responsibilities in TIH remain the same as before obtaining the CMS licence. It includes, amongst others, leading the Board to ensure its effectiveness on all aspects of its role, ensuring that regulations and procedures relating to Board meetings are complied with, promoting a culture of openness and debate at the Board, encouraging constructive relations within the Board and between the Board and the Investment Manager, ensuring effective communication with shareholders and ensuring high standards of corporate governance. The Chairman also engages with TIH's strategic partners, key associates such as prominent Asian families and sovereign wealth funds. He travels extensively in the region and beyond to foster strong relationship with the Company's partners and gathers feedback for follow-up. The management and operations of the Company had been delegated to the Investment Manager. The Investment Manager's primary role is to identify and evaluate opportunities for investment of the Company's funds in accordance with the investment policies as provided for in the Company's Prospectus (as amended and approved by the Board from time to time) and to provide related services in connection with the Company's investments and other advisory services. Following the receipt of the CMS Licence, the Investment Manager is in a position to manage third party funds. TIHIM has been appointed the Investment Adviser of ASM Connaught House General Partner II Limited and ASM Connaught House Fund III LP, both funds managed by Argyle Street Management Holdings Limited ("ASM Group"). The ASM group is a major shareholder in TIH holding approximately 21.3% of TIH as at 31 December 2018.
The Company does not have any employees as the management of the Company is contracted out to its Investment Manager, TIH Investment Management Pte. Ltd.
Accordingly, the leadership of the Board and the Investment Manager who manages the Company's business are separate parties with a clear division of responsibilities. There is no immediate family relationship between the Chairman of the Board and the employees of the Investment Manager.
In view that the Chairman is not an independent director, as recommended by the Code, the Board has appointed Mr Liong Tong Kap as the Lead Independent Director on 1 February 2013 to address any shareholders' concerns that cannot be resolved or is inappropriate through the normal channels of the Board Chairman or the Investment Manager. The Lead Independent Director also acts as a representative in providing the independent Directors' feedback to the Board Chairman.
The Board's role is to review and approve business strategies, corporate policies and guidelines, audit plans, financial reporting, declaration of dividends and to monitor the performance of the Company. In addition, the Board oversees the risk assessment and governance and ensure effective controls to safeguard shareholders' interests and the Company's assets. Directors' appointments and remunerations are also decided by the Board as a whole upon the recommendation by the Nominating Committee and Remuneration Committee respectively.
TIHIM is responsible for the management of TIH according to the investment management agreement between the Company and TIHIM. Kin Chan, the Chairman of the Board, is also serving on the board of TIHIM and as a member of Board Investment Committee, which has the veto right to all investments made by TIH, to provide high level strategic support and safeguard the interests of the Company. Kin Chan serves on the board of TIHIM and BIC in his capacity of representative from TIH and is not involved in the daily operation and management of TIHIM's affairs.
The BIC comprising one nominee representing the Investment Manager and three nominees representing the TIH Board, has been set up to assist the Board in assessing all investments proposed by the Investment Manager. During the year, Mr Alex Shiu Leung Au has been appointed as a member of the BIC with effect from 1 November 2018. The members of the BIC are Mr Kin Chan, Mr Vince Feng and Mr Alex Shiu Leung Au representing the TIH Board, and Mr Wang Ya Lun Allen representing the Investment Manager. The Investment Manager has also formed a Manager Investment Committee ("MIC") to assess investment and divestment decisions under the TIH Group. The MIC consists of senior investment personnel, one of whom is the CEO of the Investment Manager Mr Allen Wang. On 25 February 2016, Mr Stanley Wang has been appointed a member of the MIC. MIC members comprise of Mr Allen Wang and Mr Stanley Wang. Upon approval by the MIC, investment proposals will be recommended to the BIC for review and oversight. The BIC has the ability to veto any proposal presented by the MIC. In the event (for whatever reason) the MIC is reduced to a single member, the decisions of the sole member of the MIC shall prevail.
Generally, investment/divestment transactions will be duly analysed by TIHIM's investment professionals and tabled to the MIC for consideration as proposed transactions ("Proposals"). The MIC will subject such Proposals to a thorough review process, including discussions with the relevant investment professionals on the basis for their Proposals, prior to taking a vote. The criteria considered by the MIC in making a decision on such Proposals includes, inter alia, the potential growth of the proposed business model, the experience of the management team and the relevant risk-reward profiles. Upon unanimous approval by the MIC, the investment proposals will be recommended to the BIC for review. If the BIC does not veto the investment proposal, the investment will proceed. In fulfilment of the CMS Licence requirements, TIHIM has given an undertaking that where Mr Kin Chan as a BIC member vetoes an investment opportunity ("Rejected Investment Opportunity"), it shall ensure that none of Mr Kin Chan's business interests enters into, or engages, participates or invests in, the Rejected Investment Opportunity for a period of at least 6 months from the date on which the investment decision of the BIC is effected. (Please refer to page 72 of the Annual Report for information on the Interested Person Transactions.)
In addition, as recommended by the Code, the Board has established four board committees to assist the Board in the execution of its duties. They are the Audit Committee ("AC"), the Nominating Committee ("NC"), the Remuneration Committee ("RC") and the Risk Governance Committee ("RGC"). Each of these committees discharges its duties under its respective terms of reference as approved by the Board and recommends relevant issues to the Board for action. The functions and terms of reference of each committee are set out in the later parts of this Corporate Governance Statement. The Board has engaged BDO LLP to assist in the review of the risk governance matters.
The Company has clear guidelines on matters to be approved by the Board. Below is a list of material transactions which require Board approval:
- Appointment of directors;
- Recommendation for appointment/reappointment of external auditors and approval of audit fees;
- Appointment of internal auditors;
- Appointment of professional services for corporate action matters including but not limited to capital
reduction, bonus issue, rights and warrants issuance;
- Approval of corporate announcements for matters including but not limited to quarterly financial
reporting, circulars, annual report etc;
- Approval of establishment/termination of bank accounts, banking facilities, loans and credit facilities as
well as appointment of signing mandates;
- Approval of any amendments to the Management Agreement, Strategic Support Services Agreement and
- Approval of related party transactions;
- Approval of interim dividend payments and recommendation of final dividend payments;
- Veto rights of investment proposals via the Board Investment Committee.
There are at least four scheduled Board meetings held each year. In addition, ad hoc non-scheduled Board meetings are convened when necessary to deliberate on urgent substantial matters. The dates of all the meetings are scheduled before the beginning of each year in order to achieve full attendance by the Directors where possible. As permitted by the Company's Constitution, Directors may participate in a Board meeting by means of a conference telephone, conference television or similar communication equipment on occasions when they are not able to be present in person at the meeting. The Board and Board Committees also relied on circular resolutions and discussions conducted via telephonic conferences and other forms of communication to discharge their duties. There were four (4) Board meetings, four (4) AC meetings, two (2) NC meetings, one (1) RC meeting and one (1) RGC meeting held in the financial year ended 31 December 2018. Attendance of such meetings by the Directors are tabulated below.
As a standing practice, Board members are invited by the AC Chairman to attend the AC meetings. Most Directors (who are not AC members) do try to attend the AC meetings as observers. Similarly, all Directors are also invited to be observers at the NC and RC meetings, which are held on an annual basis.
To facilitate an effective and efficient discharge of duties and responsibilities, the Directors are provided with extensive information on the Company's activities relating to investments and divestments with regular and timely updates whenever there are any new developments.
To ensure that Directors keep pace with regulatory changes that will have an important bearing on the Company's or directors' disclosure obligations, the Directors are briefed during Board meetings and specially prepared materials on the relevant matters are provided in the Board Book which is distributed to the Directors at least one week before the meeting. In addition, the Company allows each Director to claim professional training fees on a per annum basis as approved by the Board from time to time. All Board members are encouraged to keep abreast of current legislation and Directors can attend relevant and suitable courses as part of their director training. During the year, Directors attended training courses/seminars relating to compliance, regulatory matters and economic outlook. Courses include:
- Anti-money laundering
- Expert networks engagement
- Media relations
- Co-investment and employee co-investment policy
- Challenges to shareholders in small/middle-cap Hong Kong property companies by China Real Estate
Chamber of Commerce
- New fund manager code of conduct
- Introduction to consolidated financial statements
- Futures and options securities
- Business Revolution and Innovation Network
- ACRA-SGX-SID Audit Committee Seminar 2019
- Investment Funds Forum
- Investment and distressed corporate restructuring
Newly appointed Directors are briefed by the Investment Manager on the Company's business activities, policies, regulatory and governance environment as well as statutory and other duties and responsibilities of Directors. Where required, the Company provides appropriate training and briefing programme for new Directors.
Board Composition and Board Membership
Principle 2: There should be a strong and independent element on the Board
The Code recommends that, in the case of TIH where the Chairman is not an independent director, independent Directors should make up at least one-half of the Board.
The Board with the aid of the NC had reviewed the composition of the Board and is satisfied that there is a strong and independent element on the Board which consists of 9 members, of whom 5 are independent, 3 are affiliated with significant shareholders and one is affiliated with the Investment Manager.
The Board is of the view that gender plays an important aspect of diversity and when a Board vacancy arises, the Board will as far as possible, include suitable female candidates for consideration by the Nominating Committee. Currently, the Board comprises 8 male directors (88.89%) and 1 female director (11.11%).
The Board had assessed Mr Vince Feng who has been a director of certain ASM companies since November 2010 and deemed that these appointments had not impaired Mr Feng's independent status in TIH. The ASM group was a substantial shareholder of the Company as at 31 December 2018.
Over the past 3 years, one of the Independent Directors, Mr Daniel Budiman, had resigned effective 28 June 2016. He had stepped down as a TIH Non-Executive Independent Director as he was expected to be involved in the new funds to be managed by the Investment Manager. In replacement, Mr Thanathip Vidhayasirinun has been appointed as a non-executive independent director of the Company with effect from 4 August 2016. All the Independent Directors namely Mr Liong Tong Kap, Mr Vince Feng, Mr Thanathip Vidhayasirinun, Mr Sin Boon Ann and Mr Tan Chade Phang (Roger) have in-depth knowledge and experience in investment/fund management industry. Educational background and work experience of these 5 Independent Directors are disclosed on pages 95 to 112 of the Annual Report.
The strong and independent element on the Board allows the Board to take a broader view of the Company's activities and bring independent judgement to bear on issues for the Board's consideration. All members of the Board are non-executive except for Mr Kin Chan and Mr Wang Ya Lun Allen who are deemed executives on the TIH Board.
The Board and Board Committee meetings are scheduled well in advance in consultation with the Directors. In addition, board members meet outside of scheduled meetings without management executives for discussions and updates. Attendance at Board or Board Committee meetings via telephone conferences do take place and is permitted under TIH's constitution.
The Non-executive Directors meet with the external auditor, KPMG LLP at least once every year without the presence of the management.
BDO LLP, the internal auditors met the Directors without the presence of the management during the November Board meeting in 2018.
The nature of the Directors' appointments on the Board and details of their membership on Board Committees as at the date of this Annual Report are set out below:
Over the 3 years of assessment by the Board, there was one Director who resigned. Mr Daniel Budiman, an independent non-executive Director, had resigned effective 28 June 2016.
The Code also recommends that the independence of any director who has served on the Board beyond nine years from the date of his first appointment should be subject to a particularly rigorous review. As Mr Liong Tong Kap and Mr Vince Feng have served on the Board for more than 9 years, the Board had thoroughly reviewed their independence. Mr Liong, the former Chief Investment Officer of NTUC Income Insurance Co-Operative Limited (NTUC Income), first joined the TIH Board in April 2001 as a non-independent Director representing the interests of NTUC Income. In July 2009, NTUC Income informed TIH that Mr Liong can be deemed to become an independent Director of TIH due to his impending cessation of employment with NTUC Income. The Board confirmed Mr Liong's independence in September 2009. The Board had observed that over the tenure, from 2001 until present, Mr Liong has a good track record of board service without any blemish and has met all the definitions of an independent director as defined under the Code. In addition, Mr Liong has shown independence in character and judgement in his discharge of his duties as a director. With Mr Liong's experience in the investment industry and length of service, he had accumulated much knowledge of the business of TIH and contributed actively to the Board activities. Therefore after reviewing the aforesaid factors, the Board is of the opinion that Mr Liong's independence is affirmed and he will be able to continue to act in the best interests of TIH and its shareholders. Mr Feng has been on the TIH Board for about 10 years and has many years of experience in the fund and investment industries and has managed many large fund companies. Mr Kin Chan noted that there are not many individuals with long and knowledgeable experience in the fund industry it is not easy to persuade such experienced individuals to join the TIH Board. Hence, despite Mr Feng's long term of service, he remains very much independent in his views which are valued by his fellow board members.
The Board with the aid of the NC had performed the necessary annual reviews and had determined that:
- taking into account the nature and scope of the Company's activities, its Board size is appropriate for effective debate and decision-making;
- the Board has the right mix of expertise, experiences and skills and comprises persons who as a group are representative of the principal shareholders of the Company and provide the competencies required for the Board to be effective and to meet the Company's objectives.
TIH's constitution states that one-third of the Directors must retire for the time being or if their number is not a multiple of three, the number nearest to but not less than one-third with a minimum of one shall retire from office and a retiring Director at an Annual General Meeting shall retain office until the close of the Annual General Meeting. In addition, any Director appointed to fill a casual vacancy or as an additional Directors shall hold office only until the next Annual General Meeting but shall not be taken into account in determining the number of Directors who retire by rotation at such Annual General Meeting.
A retiring Director is eligible for re-election by shareholders at the Annual General Meeting. The Directors to retire in every year shall be those who being subject to retirement by rotation have been longest in office since their last election or appointment or have been in office for the three years since their last election. However, as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.
Access to Information/Accountability
Principle 6: Board members to have complete, adequate and timely information
Principle 10: Accountability of Board and Investment Manager
The Investment Manager aims to provide complete, adequate and timely information to the Board prior to meetings and on an on-going basis. The notice and agenda for meetings and board papers including, amongst others, minutes of meetings, quarterly and full year financial statements, budgets, financial plans, audit plans, investments/divestments update, legislative/regulatory/governance changes, Director's interest disclosures, proposals and reports are provided to the Board well in advance of the scheduled meetings to prepare the Directors for the meetings. For any further enquiries, the Board has separate and independent access to the staff as well as senior management of the Investment Manager at all times.
The Board meets at least four times a year. Four Board meetings were scheduled in FY2018. In between board meetings, topics to be discussed are communicated via face to face informal sessions, emails and telephone conversations/conferences and (where required) directors will revert on their decisions.
Directors' attendance at Board and Committee meetings are recorded for each financial year and is listed on page 76 of the report.
Six of TIH Directors have extensive experience in jurisdictions outside Singapore, namely, Mr Kin Chan, Chairman and non-executive Director, Ms Angie Li, Mr Vince Feng, Mr Thanathip Vidhayasirinun, Mr Allen Wang and Mr Alex Au. None of the Directors with the exception of Mr Allen Wang is a former or current employee of TIH or its subsidiaries. Mr Allen Wang is the current CEO of TIHIM, a wholly owned subsidiary of TIH.
Mr Alex Shiu Leung Au
Mr Au was appointed to the Board on 1 June 2018. He is a member of the Audit Committee as well as the Board Investment Committee of the Company.
Since July 2011, Mr Au is the Chief Financial Officer of Lippo Limited, Lippo China Resources Limited and Hongkong Chinese Limited, all public listed companies in Hong Kong. Prior to that, Mr Au was an Executive Director and Company Secretary of Asia Commercial Holdings Limited, a public listed company in Hong Kong.
Mr Au holds a Bachelor of Commerce (Accounting) degree with honours from the University of Birmingham. In addition, he is a Fellow member of Institute of Chartered Accountants in England and Wales as well as a Fellow member of Hong Kong Institute of Certified Public Accountants.
Mr Sin Boon Ann
Mr Sin was appointed to the Board on 1 June 2018. He is the Chairman of the Risk Management Committee as well as a member of the Remuneration Committee of the Company.
Mr Sin is currently a Consultant with Drew & Napier LLC. Prior to that, he was the Deputy Managing Director of the Corporate & Finance Department and the Co-head of the Capital Markets Practice in Drew & Napier LLC for 17 years. Mr Sin is recognized in industry publications as an industry leader and for his expertise in capital markets. He also specializes in corporate finance and mergers and acquisitions. Mr Sin was a Member of Parliament for Tampines GRC from 1996 to 2011. He was conferred the Singapore National Day Award – "The Public Service Star (Bintang Bakti Masyarakat)" in 2018 and "The Public Service Medal (Pingat Bakti Masyarakat)" in 2013 by the President of Singapore and received the NTUC May Day Award – "Distinguished Service Award" in 2018, "Meritorious Service Award" in 2013 and "Friends of Labour Award" in 2003.
Mr Sin is also the lead independent director of several SGX-ST listed companies namely OUE Limited since 25 May 2009, Rex International Holding Limited since 26 June 2013 and HRnetGroup Limited since 16 May 2017 and an independent director of Datapulse Technology Limited since 10 September 2018 and CSE Global Limited (listed on the SGX-ST) since 13 May 2002.
Mr Sin received his Bachelor of Arts and Bachelor of Laws (Honours) degrees from the National University of Singapore and a Master of Laws from the University of London.
Mr Tan Chade Phang (Roger)
Mr Tan was appointed as an Independent Director of the Company on 1 June 2018. He is a member of the Risk Management Committee.
Mr Tan is currently the Chief Executive Officer of Voyage Research since 2009. Prior to that, he was an investment analyst with Standard Chartered Bank from 2007 to 2008 and the lead investment analyst in SIAS Research Pte Ltd from 2005 to 2006. Mr Tan has been the president of the Small and Middle Capitalization Companies Association since 2015.
Mr Tan is also the lead independent director of OUE Lippo Healthcare Ltd (listed on the SGX-ST) since January 2017 and Starland Holdings Limited (listed on the SGX-ST) since February 2016. He was formerly an independent director of Transcorp Holdings Limited from May 2017 to February 2018 and an independent director of Dapai International Holdings Co. Ltd. (listed on the SGX-ST) from March 2016 to July 2018.
Mr Tan holds a Bachelor of Business in Accountancy degree and a Master of Finance degree both from RMIT University.
The Board also has separate and independent access to the Company Secretary at all times. Under the direction of the Investment Manager, the Company Secretary, who attends all Board and committees' meetings, ensures good communication between the Company and its Directors as well as to facilitate orientation and professional development as required. The Company Secretary also ensures board procedures are followed and applicable laws and regulations are complied with. The appointment and removal of the Company Secretary are subject to the approval of the Board as a whole.
The Board is responsible for providing a balanced and understandable assessment of the Company's performance, position and prospects. The Investment Manager provides periodic reports on the Company's performance and prospects to the Board. Additionally, the Investment Manager reports the performance of the investments to the Board each quarter and the performance of the investments is reviewed semi-annually by the external auditors for compliance with investment guidelines and valuation principles. The Board is then provided with the Company's financial results together with the investment valuations by the Investment Manager on changes (if any) on the valuation of the Company's investment portfolios.
Where appropriate, written policies such as the securities trading policy, currency management policy and whistle-blowing policy are established and approved by the Board to ensure compliance with legislative and regulatory requirements.
To facilitate the Directors' discharge of their duties, when independent professional advice is required, it is proposed to the Board with relevant quotations of fees of such advice for the Board's approval. Upon the Board's approval, such expense is borne by the Company.
Nominating Committee ("NC")
Principle 4: Formal and transparent process for appointment and re-appointment of directors to the Board
Principle 5: Formal assessment of the effectiveness of the Board and contributions of each director
The NC, meets annually, is currently comprised of the following 2 non-executive and 1 deemed executive members, two of whom are independent:
Thanathip Vidhayasirinun - Chairman (independent and non-executive)
Liong Tong Kap (independent and non-executive) (Lead Independent Director)
Kin Chan (deemed executive)
As recommended by the Code, the Lead Independent Director, Mr Liong Tong Kap, is a member of the NC.
The NC had reviewed Board succession plans for directors, in particular, the Board Chairman. The Company does not have a CEO and thus there is no such review. The NC and the Board have the consensus that as the Board Chairman represents one of the major shareholders, there is no requirement for Board Chairman succession plan. In the unlikely event that there is no Chairman or CEO, the quality and ability of the Board members are such that they can step in as the interim Chairman/ CEO while the search is on for the replacement Chairman/CEO. As part of the progressive refreshing of the Board, the Company is constantly sourcing for suitable candidates as independent directors.
The terms of reference of the NC are as follows:
- Recommend the appointment and re-appointment of the Directors;
- Conduct an annual review of the composition of the Board;
- Conduct an annual review of the independence of each independent Director, particularly an independent Director who has served on the Board beyond nine years from his appointment date, and ensure that the Board comprises at least one-half independent Directors as the Board Chairman is non-independent;
- Assess the effectiveness of the Board;
- Report to the Board with regard to these terms of reference; and
- Review the results of the Board's annual self-assessment and suggest to the Board any recommendations/
actions in respect of the self-assessment results.
In accordance with the Constitution of the Company, one-third of the Directors retire from office at each Annual General Meeting according to their length of service. In addition, a newly appointed Director must submit himself for re-election at the Annual General Meeting immediately following his appointment.
The Directors who are due for retiring and re-election at the forthcoming Annual General Meeting in accordance with Article 107 of the Constitution of the Company are Ms Li Yick Yee Angie (Non-executive Director and Member of the Remuneration Committee), Mr Kin Chan (Chairman of the Board, Non-executive Director and Member of both the Nominating Committee and Board Investment Committee) and Mr Vince Feng (Independent Director, Chairman of the Remuneration Committee and Member of both the Audit Committee and Board Investment Committee).
During the year, 3 new Directors were appointed and they will be due for retiring and re-election at the forthcoming Annual General Meeting in accordance with Article 111 of the Constitution of the Company. They are Mr Alex Shiu Leung Au (Non-executive Director and Member of the Audit Committee and Board Investment Committee), Mr Sin Boon Ann (Independent Director, Chairman of the Risk Management Committee and Member of the Remuneration Committee) and Mr Tan Chade Phang (Roger) (Independent Director).
With each retiring Director abstaining from voting his own nomination for re-appointment, the NC has, after considering each retiring Director's contributions and performances (e.g. attendance, preparedness, participation and candour) including, if applicable, the independence as an independent director, recommended that each retiring Director be nominated for re-appointment at the forthcoming Annual General Meeting. The Board, with each of the retiring Directors abstaining from deliberating on their own nominations, has accepted the recommendation and the retiring Directors would be offering themselves for Shareholders' re-election at the forthcoming Annual General Meeting.
The NC had performed the necessary annual review and had determined that taking into consideration the Code's definition of who constitutes an independent director2, the Board is satisfied with the independence of the independent Directors, namely Mr Vince Feng, Mr Liong Tong Kap, Mr Thanathip Vidhayasirinun, Mr Sin Boon Ann and Mr Tan Chade Phang (Roger). In particular, the NC had paid particular attention in assessing the independence of Mr Liong Tong Kap and Mr Vince Feng who have served on the Board beyond the nine year period as recommended by the Code.
In discharging their directorship responsibilities, both Mr Liong and Mr Feng have demonstrated independence of mind, character and judgement and as such the Board is satisfied that they will continue to exercise such independent judgement and continue to act in the best interests of the Company and Shareholders.
The NC has used its best efforts to ensure that the Board comprises members who represent strategic shareholders as well as independent members who will enhance governance in the interests of all shareholders. The procedure for the selection of new Board members is as follows:
- When a board vacancy arises, Board members source and recommend appropriate personnel to the NC. The curriculum vitae of the potential director is circulated to all Board members;
- NC members arrange for informal meeting(s) with the short-listed candidate(s) and appraise the candidates to ensure that the candidate possess the relevant expertise, experience and skills for the Company;
- If found suitable, Board members discuss with the NC the final choice and the chosen candidate is offered the directorship position.
When a Director has multiple board representations, such a Director is expected to ensure that sufficient time and attention is given to the affairs of the Company. The NC has reviewed with Board members in an open session the effectiveness of the Board and the contribution of each of the Directors. It is generally satisfied that the Board and each of its members have adequately discharged his/her respective duties. As determined by the Board on the NC's recommendation, independent Directors who are not full time executives may hold up to a maximum of 6 listed company board representations. The Board is satisfied that currently, the number of listed company board representations held by each Board member does not exceed the number set by the Board and the Company respects that each director's judgement on their own time commitment for their directorships.
As recommended by the Code, when alternate directors are proposed to be appointed, the NC and the Board shall generally avoid approving such appointment unless the director has a medical emergency or any other reasons that the NC and the Board shall determine as valid. Prior to recommending such appointment to the Board for approval, the NC shall appraise the proposed alternate director to assess his familiarity with the company affairs and whether he qualify as an independent director if he is to be appointed as an alternate director to an independent director. Such appointment is only for a limited period and the alternate director bear all the duties and responsibilities of a director.
The year of initial appointment and last re-election/scheduled re-election of Directors are set out below.
Once a year, the Board does a self-assessment on its performance. Subject matters evaluated in the questionnaires cover the following key areas: (A) Board Composition and structure, including independent elements and right mix of expertise, skills and experience on the Board; (B) conduct of Board meetings including Board culture, full discussion and Directors' feedback, access to company officers; (C) Board accountability – long term future and strategy, line of commentaries, risk management and internal controls; (D) Corporate Strategy and Planning including sustainability issues and board succession; (E) Communication with shareholders including allowing shareholders to have the opportunity to participate effectively at AGMs. The Board includes its net asset value and dividend payment as part of its performance criteria.
The Board is of the opinion that the self-assessment evaluation is more than sufficient for TIH's needs. It is more important for the Board to deliver shareholders' values, protection and minority interest.
Remuneration Committee ("RC")
Principle 7: Formal and transparent procedure for fixing remuneration packages of directors
Principle 8: Remuneration of directors should be adequate but not excessive
Principle 9: Remuneration policy, level and mix of remuneration and procedure for setting remuneration
The RC, meets annually, is currently comprised of the following 3 non-executive members, two of whom are independent:
Vince Feng – Chairman (independent and non-executive)
Sin Boon Ann (independent and non-executive)
Li Yick Yee Angie (non-executive)
The RC terms of reference are to review and recommend to the Board the framework for remuneration of the Directors taking into consideration industry practices, level of contribution/responsibility of the Directors and corporate performance. Save and except for Directors' fees which are paid in arrears after approval by shareholders at the Annual General Meeting, no other forms of remuneration are paid to the Directors. As the Company has no direct staff or employees and is managed by the Investment Manager via a Management Agreement, the RC reviews only the fees of the Board Members.
With effect from June 2018, TIH has a 9 member board with 5 sub committees, comprising Risk Governance, Audit, Nominating, Remuneration and Board Investment. Due to the enlarged Board, TIHIM, the Investment Manager, recommended a reduction of directors' fees, namely a reduction to the base director's fee and a reduction of the fees payable to board investment committee. The base fee of each director is reduced to $23,000 per annum from $38,000 per annum and the fee to each board investment committee member is reduced to $25,000 per annum from $50,000 per annum. The reduction in such Director's Fees was agreed by the Board and the Board recommends the following schedule of Directors' fees payable for the year ended 31 December 2018 to be approved by Shareholders at the forthcoming annual general meeting.
No additional fee is payable for meeting attendance. The management and operation of the Company are vested in the Investment Manager. Mr Allen Wang, a Deemed Executive Director of the Company and a representative of the Investment Manager on the TIH Board, does not receive any fee from the Company.
No Director decides on his own fees.
The remuneration of each of the Directors for the financial year ended 31 December 2018, which is subject to approval at the forthcoming annual general meeting, falls below S$90,000 per director and is solely derived from Directors' fees. A breakdown of the Directors' Fees to be paid to each Director for FY2018 upon approval by the Shareholders at the forthcoming Annual General Meeting is as follows:
The Company has no employees and there are no employees of the Company's subsidiaries who are immediate family members of the Directors and there are also no employees of the Company or its subsidiaries who are related to any Substantial Shareholder for the financial year ended 31 December 2018.
The management of the Company is vested in the Investment Manager, TIHIM, a wholly owned subsidiary of TIH. The Company does not have any employees, thus there is no long term incentive schemes such as an employee share option scheme. All staff are engaged by TIHIM. As at 31 December 2018, TIHIM has 14 employees in its employment.
For FY 2018, none of the remuneration paid to the employees of TIHIM is above $450,000. Other than payment in lieu of notice in the event of termination, no other termination, retirement and post employment benefits were included in the employment contracts of TIHIM employees.
As the Company has no employee, the Board is of the view that disclosure of remuneration information of the senior management personnel of TIHIM is not in the best interests of TIH due to the sensitivity and confidential nature of such information in a competitive talent market. TIH has decided that to ensure retention of the key management team of TIHIM, this information is not disclosed.
Audit Committee ("AC")
Principal 12: Establishment of Audit Committee with written terms of reference
The AC is currently comprised of the following 4 members, 3 of whom are independent and non-executive; Mr Alex Shiu Leung Au is non-independent and non-executive:
Liong Tong Kap - Chairman (independent and non-executive) (Lead Independent Director)
Vince Feng (independent and non-executive)
Thanathip Vidhayasirinun (independent and non-executive)
Alex Shiu Leung Au (non-independent and non-executive)
Mr Alex Shiu Leung Au joined the AC on 1 June 2018.
None of the AC members had been a former partner or director of KPMG LLP ("KPMG"), the Company's external auditors. All members of the AC are appropriately qualified to discharge their responsibilities. Key information of the AC members' academic and professional qualifications and experiences is set out on pages 96 to 98 of the Annual Report.
The AC performs the following main functions with these terms of reference:
- Review the audit plans and scope of work of the external auditors. Note that the AC has directed that the external auditors review that the operations of the Company are in accordance with the guidelines as set out in the Prospectus and any related amendments and that the remuneration of the Investment Manager is calculated according to the Management Agreement and any related amendments;
- Review and recommend the full-year, half-year and quarterly announcements and the financial statements of the Company and Group as well as the auditors' report thereon before submission to the Board for approval;
- Review the findings, if any, of the external auditors and internal auditors and the responses of the Investment Manager;
- Review the nature and extent of non-audit services provided by the external auditors;
- Nominate the external auditors for appointment or re-appointment and reviews the level of audit fees, cost effectiveness of the audit and the independence and objectivity of the external auditors;
- Investigate any matter reported to the AC regarding improprieties in matters of financial reporting or other matters within its terms of reference;
- Review with the Investment Manager and their auditors the internal controls in respect of the Investment Manager and the Company;
- Review legal and regulatory matters that may have a material impact on the financial statements, related compliance policies and programmes and any reports received from regulators;
- Review interested person transactions in accordance with the requirements of the listing rules of the Singapore Exchange Securities Trading Limited;
- Review and resolve any potential confl icts of interest between the Investment Manager and the Company; and
- Review the report on the Interested Persons Transactions.
The AC held four meetings in 2018. It has full discretion to (i) invite any Director and any staff member of the Investment Manager to attend its meetings; (ii) require any such Director and any staff member of the Investment Manager in attendance to leave the meetings to facilitate open discussion on any matter that may arise; and (iii) investigate any matter within its terms of reference with full access to and co-operation by the Investment Manager. Matters discussed at the AC meetings include quarterly and annual financial results and announcements, audit plans and reports as well as the Investment Manager's response to the audit findings. Relevant matters were then reported or recommended to the Board for action or approval.
During the year, the AC met with the external auditors, KPMG, without the presence of the management to discuss the audit plan for TIH group which includes the audit process, scope, focus and materiality of the audit. In addition, key changes to reporting standards and regulatory requirements which are applicable to the Company are also reported to the AC so that AC members are updated with these changes. The AC also met with the Internal Auditors, an independent audit firm engaged to review the effectiveness of the internal controls of the Company without the presence of the management. In addition, Mr Liong Tong Kap, the AC Chair as well as the Lead Independent Director met KPMG in October 2018 and February 2019 to discuss about the Audit matters.
The Board is responsible for the initial appointment of the external auditors. Shareholders subsequently approve the appointment/re-appointment of auditors at the AGM every year. The external auditors hold office until its removal or reappointment. The AC assesses the external auditors based on factors such as performance and quality of audit and recommends its appointment to the Board.
The AC has reviewed and confirmed that the aggregate amount of fees paid/payable to KPMG, the external auditors, for the financial year ended 31 December 2018 is S$359,521, comprising S$286,400 audit fees and S$73,121 non-audit fees.
The AC reviewed all non-audit services provided by KPMG and noted that the fees paid to the external auditors for non-audit services during the financial year does not exceed 50% of the total amount of fees paid to the auditors. Having considered that the non-audit fees arose primarily from tax advisory services which were not prohibited services and do not pose a threat to the external auditors' independence, the AC is satisfied that the nature and extent of such services and the corresponding fees would not affect the independence and objectivity of KPMG, and is pleased to recommend their re-appointment.
The AC noted that Mr Amit Sadana, a partner in KPMG who is in charge of the audit of TIH's group of companies, has been appointed with effect from FY2017. The AC also noted that the Company is in compliance with Rule 712, 715 and 716 in relation to its auditing firm.
The AC has directed KPMG to review that the operations of the Company are in accordance with the guidelines as set out in the Prospectus and any related amendments.
The AC also reviews the Interested Person Transactions ("IPTs") (as defined in the listing manual of SGX-ST) within the group at the extraordinary general meeting of the Company held on 11 September 2018, whereby shareholders approved the Interested Persons Transactions Mandate with Argyle Street Management Holdings Limited and its associates subject to the review procedures as stated in the Circular dated 27 August 2018. The review procedures are established to ensure that the Mandated IPTs are undertaken on an arm's length basis and on normal commercial terms. The Company has put in place a register recording (i) all mandated IPTs; (ii) the amount of monies at risk for the entity at risk group in connection with each Mandated IPTs; (iii) the basis for determining the transaction amounts / prices (as the cases may be) and (iv) supporting evidence obtained to support the aforementioned basis. The AC reviews the report of all recorded IPTs entered into by the EAR Group to ascertain the guidelines and procedures established has been adhered with. In the event that a member of the Board, a member of the AC, a member of the MIC, a member of the BIC or an authorised reviewing officer (where applicable) has a conflict of interests in relation to any Mandated IPT, he will abstain from reviewing that particular transaction.
The Company has adopted a whistle-blowing policy which has been endorsed by the AC. The whistle-blowing policy is for staff of the Investment Manager acting in good faith and confidence to raise observations and any concerns which they have on any corporate improprieties to the Audit or Remuneration Committee Chairs. Staff may wish to report to his/her immediate supervisor or if the matters relates to his/her immediate supervisor, then reporting it to the CEO or if the proceeding procedures is not appropriate in view of the circumstance or nature of the incident, the matter can be reported to the AC Chair or RC Chair. It is up to the staff member to check the most appropriate channel for reporting incidents which they wish to disclose. However, if a matter is reported to an authority that is not competent to deal with it, it is up to the authority to transmit in strictest confidence, the relevant information and documents to the competent authority and to inform the member of the staff accordingly.
The protection of a person reporting any irregularity shall be given. First of all by the fact that his/her identity will be treated in confidence. This means that his/her name will not be revealed, unless the whistle blower personally authorises the disclosure of his/her identity or it is a statutory requirement, particularly if it is essential to ensure that the right of the person implicated be given a fair hearing is upheld.
The AC recognizes the increased responsibilities as laid out in the Code and has taken steps to ensure that these responsibilities are duly carried out.
KPMG LLP, the external auditors periodically updates the AC and the Board on changes or amendments to accounting standards to enable members of the AC and the Board to keep abreast of such changes and the corresponding impact of the financial statements, if any. Directors are also invited to attend seminars, talks and updates on changes to accounting standards and current issues by accounting firms and the SGX.
Risk Management, Internal Controls and Internal Audit
Principle 11: Sound system of risk management and internal controls
Principle 13: Setting up independent internal audit function
Risk Management – In November 2012, the TIH board decided that the entire board as a whole should handle the Risk Governance matters and policies and that a Risk Governance meeting should be held at least once a year. The Board also decided that there is no necessity to have a separate Risk Officer appointed as the management of TIH is handled by the Investment Manager. The Investment Manager is to report on risk matters and propose a schedule on such reporting to include all risk governance, monitoring, policies and implementation.
The Board held its Risk Governance Committee ("RGC") meeting on 1 November 2018 which was chaired by Mr Sin Boon Ann, the Chairman of the RGC. BDO LLP was appointed to assist the Board in reviewing and updating the risk register based on an Enterprise Risk Management ("ERM") workshop conducted for the Company during the year. This register is meant to be an ongoing record of the major risks affecting the Company. This register should be updated whenever the ERM exercise is extended to additional clusters.
The ERM defines the risk management policies and procedures that TIH needs to be complied with. It provides a systematic and continuous approach to identifying and prioritising risks that can affect the organisation and also the corresponding countermeasures to the risks, where available and ultimately, reporting the assessment of risks and countermeasures in place to the highest authority in the organisation to enable monitoring and relevant decisions to be undertaken.
Terms of References of the Board Risk Committee are:
- To determine and review the Company's overall risk tolerance and strategy;
- To determine and review the current risk exposures and future risk strategy of the Company;
- In relation to risk assessment:
- keep under review the Company's overall risk assessment processes;
- review regularly and approve the parameters used in these measures and the methodology adopted; and
- set a process for the accurate and timely monitoring of large exposures and certain risk types of critical importance;
- keep under review the Company's overall risk assessment processes;
- Company's capability to identify and manage new risk types;
- The proposed strategic transactions, focusing in particular on risk aspects and implications for the risk tolerance of the Company, and taking independent external advice where appropriate and available;
- Any material breaches of risk limits and the adequacy of proposed action;
- Keep under review the effectiveness of the Company's internal controls and risk management systems and review and approve the statements to be included in the annual report concerning the effectiveness of the Company's internal control and risk management systems;
- Review the Company's procedures for detecting fraud, including the whistleblowing policy. The committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action;
- Monitor the independence of risk management functions throughout the organization;
- Review promptly all relevant risk reports on the Company; and
- Review and monitor the Investment Management's responsiveness to the findings.
The operations of the Company have been delegated and assigned to the Investment Manager which is expected to exercise discipline in discharging its fiduciary responsibilities. The Investment Manager has adopted the Internal Control and Compliance Manual ("ICCM") that are well documented and regularly updated. Every Director and staff of the Investment Manager is required to adhere to the ICCM as a condition of his/her employment. The ICCM includes, among other things, financial control, management of funds, management of information systems, procedures for investments and divestments, management of portfolio companies and compliance with financial, administration and legal controls.
In addition, the Investment Manager operates under a set of guidelines stipulated in the TIH Prospectus and any changes to these guidelines are subject to the approval of the Board. Compliance with these guidelines are verified quarterly by the Company's external auditors.
The Company has outsourced its internal audit function to an independent auditing firm, BDO LLP. The internal audits are performed in line with their firm's Global Internal Audit Methodology which is consistent with the International Standards for the Professional Practice of Internal Auditing recommended by the Institute of Internal Auditors. The Internal Audit was conducted with the objectives of highlighting missing controls of the current processes, ascertain that processes were conducted in accordance with established policies and procedures and to identify areas of improvement where controls can be strengthened. Internal control weaknesses noted during the audit and the respective auditors' recommendations are reported to the AC and follow-ups and implementations are handled by the Investment Manager where applicable.
The Board had received assurance from the Chief Executive Officer and Chief Financial Officer of the Investment Manager that (i) the financial records of the Company have been properly maintained and the financial statements give a true and fair view of the Company's operations and financial position; and (ii) the risk management and internal control systems have been put in place.
Based on the internal controls established and maintained by the Investment Manager, and the works performed by the Internal and External Auditors during the financial year, the Board with the concurrence of the Audit Committee, is satisfied that the system of internal controls is adequate in addressing the financial, operational and compliance risks of the Group as it provides:
- Reasonable assurance against material financial misstatements;
- Maintenance of proper accounting records;
- Compliance with appropriate legislations, regulations and best practices; and
- Identification and containment of business risks.
The Board notes, however, that no system of internal controls can provide absolute assurance against the occurrence of material errors, poor judgement in decision-making, human error, losses, fraud or other irregularities.
The Company has established good corporate governance through the implementation and management of policies and procedures that are relevant to the Company's business. Such policies and procedures govern financial, operational, information technology and regulatory compliance matters are updated and revised regularly.
The Company has also established a process for evaluating investment and divestment proposals and procedures. The investment portfolio is constantly monitored to ensure that performance is on track to meet the investment objectives. Financial discipline is exercised with funds allocated to the right projects.
The Company has put in place an ERM framework and maintains a risk register. Key risks identified are updated in the risk register and countermeasures in place to address these risks. The Company has engaged BDO LLP to conduct annual review of the Company's business risks and control policies and processes and report any key findings and measures to the Board.
The Chief Executive Officer and Chief Financial Officer of the Investment Manager reported that based on the existing policies and controls in place, the overall risk management and internal control system are adequate and is effective in all material aspects during the financial year ended 31 December 2018 and the Board is satisfied with the effectiveness of the Company's risk management and internal control systems, given the layers of internal and external checks and balances in place.
The Board with the concurrence of the Audit Committee, is of the opinion that the Company's internal controls addressing financial, operational, compliance, information controls and the risk management systems were adequate and effective as at 31 December 2018.
Financial Risk Management
The investments made by the Group (including investments held by the Company, Little Rock Group Limited and Killian Court Pte. Ltd., both wholly owned subsidiaries of the Company) are primarily in private companies, which are generally illiquid in nature. In addition to general business risks in any investment, such investments can be adversely affected by political instability as well as exchange controls, changes in taxation laws, foreign investment policies and other restrictions and controls which may be imposed by the relevant authorities of the countries in which investments are made.
The Group makes long-term investments and treats foreign exchange risks as part of the overall risks to be considered in its investments decisions. The Group does not use any derivative financial instruments to hedge these exposures. However, to cover other currency exposures denominated in non-functional currency arising from the Group's short-term assets and liabilities and expected sales proceeds from investments with definitive certainty, the Group may enter into forward currency contracts to hedge against these foreign currency exposures.
Credit Risk is the Group's exposure to potential losses if the counterparty fails to fulfil its contracture obligations. The Group's credit risk exposure arises mainly from its loan extended to a portfolio company in conjunction with the Group's investment in the portfolio company. The loan is regularly reviewed in line with the Group's valuation and monitoring process.
The Group maintains sufficient cash to meet its operating needs.
Principle 14: Fair and Equitable Treatment to all Shareholders. Recognition, Protection and Facilitation of
Principle 15: Regular, Effective and Fair Communication with Shareholders
Principle 16: Greater Shareholder Participation at General Meetings
In addition to complying with the requirements to make announcements under the SGX-ST Listing Manual, the Company adopts the practice of providing Shareholders regularly with information on major developments in its business through SGXNET announcements. The announcements of the results and material developments are released in a timely and non-discriminatory manner to ensure fair disclosure of information. The Board reports to shareholders, amongst other things, a clear assessment of the Company's performance and financial position on a quarterly basis.
The Company ensures that all shareholders receive a copy of the Company's Annual Report, circular(s), notice(s) and agenda of general meetings which is sent out at least 14 days before the meetings. Notices and agendas of general meetings are also advertised in a major local newspaper and announced on SGXNET for greater awareness. Such notices, agendas and circulars are also accessible at the Company's website which is located at http://www.tih.com.sg. Press Releases are issued as and when the Company wish to draw shareholders' attention to certain developments. The Board is aware that there should be separate resolutions at general meetings on each substantially separate issue and avoids "bundling" resolutions without valid reasons.
To encourage Shareholders' participation, general meetings are usually held at convenient locations where public transport is easily accessible. For shareholders who are not able to attend the meetings in person, the Constitution of the Company allows shareholders to appoint up to 2 proxies to attend and vote at general meetings on their behalf. In line with the Companies (Amendment) Act 2014, with effect from the Company's Annual General Meeting held on 27 April 2016, where a member of the Company is a relevant intermediary as defined in Section 181 of the Companies Act, the member is entitled to appoint more than two proxies to attend and vote at general meetings. The Company always include a question and answer session at all general meetings to allow questions, feedback and participation from its shareholders at such meetings. With the exception of Mr Vince Feng, the Chairman of the RC, and Mr Thanathip Vidhayasirinun, the Chairman of the NC who are not based in Singapore, the Chairman of the Board and the Chairman of the AC as well as external auditors are usually available to address questions at the general meetings. Questions relating to the RC and NC will be answered by the members of each respective committee. To ensure fair treatment to shareholders who are not present at the meeting, the Board are specifically reminded not to divulge any information that has not been publicly announced. For Shareholders to participate effectively and vote at general meetings of shareholders, whenever poll-voting is called for, the Company will ensure that the scrutineers explain the poll voting procedures to the shareholders/proxies/corporate representatives present at the meeting before the poll voting commence.
The Investment Manager has retained the services of an Investor Relations Company which assists the Investor Relations function of the Company.
The Company's corporate website at http://www.tih.com.sg was launched in October 2014 to provide timely updates on the Company's news and developments. The website contains an online enquiry form where shareholders/investors can direct their queries to. The website contains the last 3 announcements made by TIH and the basic corporate data of TIH.
The Company prepares minutes of general meetings that include substantial and relevant comments and queries from shareholders relating to the agenda of the meeting, and responses from the Board and the Investment Manager and such minutes are available to shareholders upon request.
The Company shall as far as possible put all resolutions to vote by poll and make announcements of the detailed results showing the number of votes cast for and against each resolution and the respective percentages after each general meeting.
The Company has in place policies on (i) dealings in securities of the Company and its subsidiaries; and (ii) dealings in securities of other listed entities in which the Company has investments ("Portfolio Companies"). These policies set out the requirements under the Securities and Futures Act, Singapore Companies Act and the Listing Manual.
The policy on dealings in securities of the Company and its subsidiaries applies to Directors and officers of the Company and Directors and employees of its subsidiaries. There is also a policy on dealings in securities of Portfolio Companies, which applies to Directors and officers of the Company.
The Company Secretary sends out quarterly reminders on these requirements to all Directors and employees. The Directors and employees are required to inform the Company Secretary of trades within 2 business days.
Similar policies have been adopted by the Investment Manager in respect of the trading of securities of the Company and its Portfolio Companies by the Directors and officers of the Investment Manager.
Under the policies, any trade conducted by the respective personnel should be reported to the Company Secretary within 2 trading days of the trade being undertaken. In line with the policies, the Company issues regular circulars informing the respective personnel that they cannot deal in securities of the Company/Portfolio Companies a) during the period commencing two weeks before the announcement of the Company's/Portfolio Companies' financial statements for each of the first three quarters of the respective company's financial year and one month before the announcement of the respective Company's full year financial statements and ending after the date of announcement of the relevant financial statements and b) if they are in possession of price sensitive information. Additionally, the respective personnel cannot deal in the Company's listed securities on short-term considerations.
Interested Person Transactions
Transactions with the Company's interested persons (as the term is defined in the Listing Manual) are subject to review and approval by the AC and are delineated in "Supplementary Information: Interested Person Transactions" on page 72 of the Annual Report.
Some of the Board members own shares in the Company or are affiliated with companies that own shares in the Company. Details are disclosed in the Directors' Report that is included in the Annual Report.
With effect from 1 July 2014, the Company has appointed ASM Administration Limited, affiliated to the ASM Group, a substantial shareholder of the Company, to provide the services of sourcing of potential investment opportunities for the Company at a fee of US$500,000 per annum which was increased to US$515,000 per annum with effect from 1 July 2016. This support arrangement formalizes the strategic alliance between the Company and ASM Group and allows the Company to tap into the sourcing network of ASM Group for potential investment opportunities. The Audit Committee and the Board, having reviewed the terms of the support arrangement and a benchmarking study performed by an independent consulting firm (for the fees and services provided), are of the view that the support arrangement is entered into on an arm's length basis on normal commercial terms and is not prejudicial to the interests of the Company and its minority shareholders.
During the financial year ended 31 December 2018, no employee of the Investment Manager drew any director's fees or received any remuneration from any of the Company's portfolio of investment companies.
- The Code of Corporate Governance 2012 issued by the Monetary Authority of Singapore on 2 May 2012.
- The Code defines an independent director as one who has no relationship with the company, its related corporations, its 10% shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director's independent business judgement with a view to the best interests of the company. A related corporation, in relation to a company, shall have the same meaning as currently defined in the Companies Act, i.e. a corporation that is the company's holding company, subsidiary or fellow subsidiary.