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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 2023 (“FY2023”) with specific references to the principles set out in the Code of Corporate Governance 2018 (the “Code”). TIH is listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”) and the Board of Directors is pleased to confirm that the Company has generally adhered to the principles and guidelines of the Code as well as the Listing Manual of the SGX-ST, where appropriate and applicable and any deviations have been explained in this Statement.

Board Matters

Board’s Conduct of Affairs

Principle 1: The Company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the Company
Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decision in the best interests of the Company

The Company has appointed TIH Investment Management Pte. Ltd. (the “Investment Manager” or “TIHIM”), its wholly owned subsidiary, as its investment manager since 1 September 2014. The Investment Manager manages the day to day business and administration of the Company pursuant to the investment management agreement.

The Board which comprises 2 deemed executive Directors, 4 Independent Directors (57%) and 1 non-executive Director, acts in the best interest of the Shareholders by overseeing and providing directions and guidance to the Investment Manager and holds the Investment Manager accountable for performance.

Written policies/code of conduct and ethics such as the Internal Control and Compliance Manual (“ICCM”), securities trading policy, currency management policy and whistle blowing policy are put in place and are to be adhered to by all staff s of the Investment Manager.

The Board sets appropriate tone-from-the-top and desired organisational culture and ensures proper accountability within TIHIM. Each Director is a fiduciary who acts objectively in the best interests of the Company. Each Director is required to promptly disclose any confl ict or potential confl ict of interest, whether direct or indirect, in relation to a transaction or proposed transaction with TIH Group as soon as is practicable after the relevant facts have come to his/her knowledge. Where a Director has a confl ict or potential confl ict of interest in relation to any matter, he/she should immediately declare his/her interest when the confl ict-related matter is discussed, unless the Board is of the opinion that his/her presence and participation is necessary to enhance the efficacy of such discussion. Nonetheless, he/she shall abstain from voting in relation to the conflict related matters. The Company’s Constitution provides that a Director’s interest in the Company’s contract or arrangement shall be declared to the Company and a Director shall not vote in respect of contracts or arrangement of the Company in which he/she has direct or indirect personal material interests. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he/she is debarred from voting.

The primary role of the Board includes the following:

  • Providing leadership, overseeing and formulating long-term business strategies, corporate policies and guidelines taking into consideration sustainability issues including environmental, social and governance factors that are material to the Company’s business;

  • Identifying the principal risks of the Company and establishing a framework of prudent and effective controls which enables risks to be assessed and managed;

  • Monitoring and reviewing the Company’s operation and performance;

  • Evaluating the Investment Manager’s performance, succession and development plans;

  • Reviewing and monitoring the Company’s internal controls and procedures for financial reporting and compliance;

  • Approving the nomination of Directors and appointments to the Board Committees;

  • Ensuring that Directors recuse themselves from discussions and decisions where there is a potential conflict of interest;

  • Determining the amount and timing of dividends and cash distributions;

  • Reviewing management fees and performance fees in accordance with the terms of the investment management agreement; and

  • Approving audit plans and financial reports.

The Board has established a Board Investment Committee (“BIC”) to assist the Board in assessing all investments proposed by the Investment Manager. 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 whom are 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 Proposals will be recommended to the BIC for review. If the BIC does not veto the Proposal, the investment will proceed. In fulfilment of the requirements of the Capital Markets Services licence (“CMS Licence”) from the Monetary Authority of Singapore (“MAS”), 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 eff ected.

In addition, the Board has established Audit Committee (“AC”), Nominating and Remuneration Committee (“NRC”), and Risk Governance Committee (“RGC”) to assist the Board in the execution of its duties. 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 Company has clear guidelines on matters to be approved by the Board. Below is a list of material transactions which require Board approval:

  1. Appointment of directors;

  2. Recommendation for appointment/reappointment of external auditors and approval of audit fees;

  3. Appointment of internal auditors;

  4. Appointment of professional services for corporate action matters including but not limited to capital reduction, bonus issue, rights and warrants issuance;

  5. Approval of corporate announcements for matters including but not limited to half-yearly financial reporting, circulars, annual report etc;

  6. Approval of establishment/termination of bank accounts, banking facilities, loans and credit facilities as well as appointment of signing mandates;

  7. Approval of any amendments to the Investment Management Agreement, Strategic Support Services Agreement and investment policies;

  8. Approval of related party transactions;

  9. Approval of interim dividend payments and recommendation of final dividend payments;

  10. Veto rights of investment proposals via the BIC.

Independent Directors (4 out of 7) make up a majority of the Board as Mr Kin Chan, the Chairman, is not independent. Non-executive Directors which includes the Independent Directors (5 out of 7) make up a majority of the Board. Mr Kin Chan and Mr Allen Wang are both deemed Executive Directors of TIH.

In view that the Chairman is not an independent director, the Board has appointed a Lead Independent Director to provide leadership where the Chairman is conflicted and address any shareholders’ concerns that cannot be resolved or is inappropriate through the normal channels of the Board Chairman or the Investment Manager. Mr Sin Boon Ann has been appointed as the Lead Independent Director with effect from 1 January 2021. The Lead Independent Director also acts as a representative in providing the independent Directors’ feedback to the Board Chairman.

The Board and Board Committee meetings are scheduled well in advance in consultation with the Directors. Attendance at Board or Board Committee meetings via telephone/web conferences do take place and is permitted under TIH’s Constitution. 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, half-year 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.

The Board also has separate and independent access to the senior management of the Investment Manager and 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.

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 Board and Board Committees also relied on circular resolutions and discussions conducted via telephonic conferences and other forms of communication to discharge their duties. In addition, Board members meet outside of scheduled meetings without management executives for discussions and updates.

There were four (4) Board meetings, two (2) AC meetings, one (1) NRC meeting, one (1) RGC meeting and one (1) general meeting held in FY2023. Attendance of such meetings by the Directors are tabulated below.

2023 Board, Committee and General Meetings Attendance
(Please refer to page 78 of this Annual Report for the Directors’ memberships in the respective committees.)

As a standing practice, Board members are invited by the AC Chairman to attend the AC meetings as observers. Similarly, all Directors are also invited to be observers at meetings of other Board committees, which are held on an annual basis.

To facilitate an eff ective 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:

  • Environment, Social and Governance (ESG) and its reporting requirements

  • The 14th Taipei Corporate Governance Forum

  • Fair Dealing (IBF Accredited Training)

  • Anti-money Laundering & Countering the Financing of Terrorism (IBF Accredited Training)

  • Key Principles of Information Securities (IBF Accredited Training)

  • Understanding Singapore withholding tax

  • Singapore budget

  • ESG reporting and disclosure - Best practices in HK & SG

  • SGX’s Sustainability Reporting Requirements for Listed Companies

  • Mandatory Human Rights Due Diligence - legal developments and practical implications for Asia

  • Party Representation and Equal Treatment

  • Protecting Personal Data in an Evolving Healthcare Landscape

  • Employee Fraud

  • Sustainability E-Training

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.

The Board with the aid of the NRC had reviewed the composition of the Board and is satisfied that the Board, which consists of 7 members, is of an appropriate size has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the Company.

As the Chairman is not independent, the Board is made up of a majority of Independent Directors (4 out of 7). There are 5 Non-Executive Directors (71%) and 2 deemed Executive Directors on the Board. Out of the 7 Board members, 2 are affiliated with substantial shareholders and 1 is affiliated with the Investment Manager.

A board diversity policy has been adopted in February 2022. The Company’s board diversity as shown below enables the Board to make decision in the best interest of the Company. All Board members met the required academic qualification requirements.

Mr Alex Shiu Leung Au, being a Non-Executive Director, is not an employee of the Investment Manager and does not participate in the Company’s day-to-day management. Mr Liong Tong Kap, Mr Vince Feng, Mr Thanathip Vidhayasirinun and Mr Sin Boon Ann are Independent Non-executive Directors. All Non-Executive and Independent Directors have in-depth knowledge and experience in investment/fund management industry. They have been performing their duties including:

  • constructively challenge the Investment Manager and help develop proposals on strategy;

  • review the performance of the Investment Manager

  • performing their roles in each of the Board committees including audit, nominating and remuneration, risk governance and investment

In addition, with the help of auditors and advisors, the Independent Directors provide an independent objective check on the Investment Manager, acting in the best interests of the Company as a whole and not of any particular group of shareholders or stakeholders.

The Board had considered the NRC’s recommendation and assessment of Mr Sin Boon Ann who had disclosed to the Company that a deemed substantial shareholder of the Company had through its wholly owned subsidiary made substantial investment in a start-up company where Mr Sin is a shareholder, executive chairman and founder, and is satisfied that these had not impaired Mr Sin’s independent status in TIH.

As and when necessary, Non-Executive Directors, led by the Lead Independent Director, meet for confidential discussions on any concerns and to resolve confl icts of interest, without the presence of the Investment Manager and the chairman of such meetings provides feedback to the Board and/or Chairman as appropriate.

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:

During the year, the Board, with the assistance of the NRC, had thoroughly reviewed Mr Liong’s and Mr Feng’s 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 Directors 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. Mr Feng has been on the TIH Board for about 15 years and has many years of experience in the fund and investment industries and has managed many large fund companies. The Board 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. Therefore, after reviewing the aforesaid factors, the Board is of the opinion that the independence of Mr Liong and Mr Feng are affirmed and they will be able to continue to act in the best interests of TIH and its shareholders. However, following the revision of SGX Listing Rules on 11 January 2023 and the transition period, the tenure of independent directors has been limited to nine years. Mr Liong and Mr Feng will retire at the forthcoming AGM and will not seek for re-election.

In FY2023, the Board with the aid of the NRC 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 eff ective 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 eff ective 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 AGM shall retain office until the close of the AGM. In addition, any Director appointed to fill a casual vacancy or as an additional Directors shall hold office only until the next AGM but shall not be taken into account in determining the number of Directors who retire by rotation at such AGM.

A retiring Director is eligible for re-election by shareholders at the AGM. 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.

Five of the Directors have extensive experience in jurisdictions outside Singapore, namely, Mr Kin Chan, Chairman and non-executive Directors, 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.

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.

Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making

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 Chairman and the CEO.

The Company does not have a CEO as the management of TIH has been seconded to the Investment Manager. The Investment Manager manages the day-to-day business and administration of the Company pursuant to the investment management agreement. Mr Wang Ya Lun Allen is the CEO of the Investment Manager and as such he is a Deemed Executive Director of the Company.

The Board has established and set out in writing the division of responsibilities between the roles of the Chairman and the roles of the CEO (the Investment Manager).

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, the Investment Manager obtained its CMS Licence from the MAS. Due to Mr Chan’s role as a BIC member, Mr Chan is 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 as 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 License which include, 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

  • setting board agenda and conducting effective Board meetings

  • promoting a culture of openness and debate at the Board

  • facilitating the effective contribution of all Director

  • encouraging constructive relations within the Board and between the Board and the Investment Manager

  • ensuring effective communication with shareholders and other stakeholders

  • 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 Company has a Lead Independent Director, Mr Sin Boon Ann, who provides leadership in situations where the Chairman, being non-independent, is confl icted and who addresses any shareholders’ concerns that cannot be resolved or is inappropriate through the normal channels of the Board Chairman or the Investment Manager.

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. Its duties and responsibilities also include:

  • running of the Group’s business in accordance with written policies/code of conduct and ethics such as the ICCM, securities trading policy, currency management policy

  • responsible for the executive team, for implementing the decisions of the Board

  • reporting to the Board on the performance of the Company

There is no immediate familial relationship between the Chairman of the Board and the employees of the Investment Manager. Accordingly, the leadership of the Board and the CEO (the Investment Manager) who manages the Company’s business are separate parties with a clear division of responsibilities.

Board Membership and Board Performance

Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board
Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its Board committees and individual directors

Nominating and Remuneration Committee

The NRC, meets annually and consists of the following members:

Thanathip Vidhayasirinun - Chairman (independent and non-executive)
Sin Boon Ann (independent and non-executive)
Alex Shiu Leung Au (non-executive)

In FY2023, the NRC had reviewed Board succession plans for directors, in particular, the Board Chairman. The Company does not have a CEO nor any employee and thus there is no such review. The NRC 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 nominating function of the NRC are as follows:

  • Review the succession plans of Directors, in particular the appointment and/or replacement of the Chairman;

  • Recommend the appointment and re-appointment of the Directors (including alternate directors, if any);

  • Determine annually, and as and when circumstances require, if a Director is independent, having regard to the circumstances set forth in Provision 2.1 of the Code of Corporate Governance 2018, and ensure that the independent Directors comprise a majority of the Board as the Board Chairman is non-independent;

  • Make recommendations to the Board on the process and criteria for evaluation of the performance of the Board, its committees and Directors;

  • Recommend for the Board’s approval the objective performance criteria and process for the evaluation of the effectiveness of the Board as a whole, and of each board committee separately, as well as the contribution by the Chairman and each individual director to the Board;

  • Review training and professional development programmes for the Board and the Directors;

  • Report to the Board with regard to these terms of reference;

  • 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; and

  • Ensure that new members of the Board are aware of their duties and obligations.

The Directors who are due for retiring and re-election at the forthcoming AGM in accordance with Article 107 of the Constitution of the Company are Messrs Kin Chan, Liong Tong Kap and Vince Feng. Messrs Liong Tong Kap and Vince Feng will not seek for re-election at the forthcoming AGM.

The NRC has, after considering board diversity and Mr Kin Chan’s contributions and performances (e.g. attendance, preparedness, participation and candour) recommended that he be nominated for re-appointment at the forthcoming AGM. The Board, with Mr Kin Chan abstaining from deliberating on his own nomination, has accepted the recommendation and Mr Kin Chan would be off ering himself for Shareholders’ re-election at the forthcoming AGM.

The NRC had performed the necessary annual review during FY2023 and had determined that taking into consideration the Code’s definition of who constitutes an independent director, the Board is satisfied with the independence of the independent Directors, namely Mr Vince Feng, Mr Liong Tong Kap, Mr Thanathip Vidhayasirinun and Mr Sin Boon Ann.

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 NRC has used its best eff orts 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.

A board diversity policy has been adopted in February 2022. All appointments to the Board will be assessed by the NRC for the required academics, skills, experiences, capabilities and strengths. Other relevant criteria such as independence and the ability to fulfill time commitments will also be taken into consideration. The NRC is mindful of the needs to consider diversity on the Board with regards to gender, age, educational qualification and industry experience when filling up vacancy on the Board.

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 NRC. The curriculum vitae of the potential director is circulated to all Board members;

  • NRC 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 NRC the final choice and the chosen candidate is off ered 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 aff airs of the Company. The NRC shall review with Board members in an open session the eff ectiveness of the Board and the contribution of each of the Directors to determine whether the Board and each of its members are able to and have been adequately carrying out his/her respective duties as Directors of the Company. As the number of board representations should not be the only measure of a Director’s commitment and ability to contribute eff ectively, the NRC takes the view that approval from the Board should be obtained if a Director wishes to hold more board representations than the maximum number of board representations on listed companies as determined by the Board. In assessing a Director’s contribution, the NRC takes a holistic approach. Focusing solely on Directors’ attendance at Board and Board Committee meetings per se may not be an adequate evaluation of the contribution of the Directors. Instead, their abilities to provide valuable insights and strategic networking to enhance the businesses of the Group, availability for guidance and advice outside the scope of formal Board and Board Committee Meetings and contributions in specialised areas are also factors relevant in assessing the contributions of the Directors. For FY2023, the Board is satisfied that the number of listed company board representations held by all Board members 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.

The year of initial appointment and last re-election/scheduled re-election of Directors are set out below:

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 eff ectively 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 and provide protection of minority interest.

Key information regarding Directors are disclosed on pages 90 to 93 of this Annual Report.

Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration
Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company
Principle 8: The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation

The remuneration role of the NRC is to review and recommend to the Board the remuneration framework for the Board and determine the specific remuneration for the Directors.

The terms of reference of the remunerating function of the NRC are as follows:

  • 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.

  • Review and recommend to the Board the specific remuneration packages for each Director.

  • Consider all aspects of remuneration, including termination terms, to ensure they are fair.

For FY2023, save and except for Directors’ fees which are paid in arrears after approval by shareholders at the AGM, no other forms of remuneration are paid to the Directors by the Company.

As the Company has no direct staff nor employees and is managed by the Investment Manager via a Management Agreement, the NRC reviews only the fees of the Board Members. The Investment Manager is a subsidiary of the Company and is paid a management fee in accordance to the terms of the Management Agreement. To align the interests of the Investment Manager with the interests of the shareholders and to promote long-term success of the Company, the percentage of management fee is tiered such that 1% of the net asset value of the Company (“NAV”) for NAV up to and including S$300 million; 0.5% for NAV above S$300 million up to S$500 million; and 0.25% for NAV which is above S$500 million. There is no performance fee or any other incentive fee agreed in the Management Agreement. Any changes to the terms of the Management Agreement will be subject to the Board’s approval. The two Deemed Executive Directors of the Company, namely Mr Wang Ya Lun Allen does not receive any fee from the Company and Mr Kin Chan receives Director’s fee in accordance with the fee structure described in the table below. In view of the foregoing, there is no requirement for the engagement of a remuneration consultant.

Taking into account of the following factors:

  • the remuneration of non-Executive/Independent Directors is appropriate to the level of contribution such as eff ort, time spent and responsibilities;

  • the chairman of the Board and each Board Committees is compensated for his additional responsibilities;

  • remuneration is appropriate to attract, retain and motivate the Directors to provide good stewardship of the Company,

the Board recommends the following schedule of Directors’ fees payable for FY2023 to be approved by Shareholders at the forthcoming AGM.

No additional fee is payable for meeting attendance and no Director decides on his own fees. The NRC, with the concurrence of the Board, is of the view that the remuneration is appropriate to attract, retain and motivate the Directors to provide good stewardship of the Company and the Investment Manager to successfully manage the Company for the long term.

The remuneration of each of the Directors for FY2023, upon approval at the forthcoming AGM, falls below $90,000 per director and is solely derived from Directors’ fees. A breakdown of the Directors’ Fees to be paid to each Director for FY2023 upon approval by the Shareholders at the forthcoming AGM is as follows:

The Company and its subsidiaries do not have employees who are immediate family members of the Directors/ CEO or are related to any Substantial Shareholder for FY2023.

As the Company does not have any employees, there is no long-term incentive schemes such as an employee share option scheme.

For FY2023, the Investment Manager were remunerated with management fees computed based on the percentage as agreed in the investment management agreement. None of the remuneration paid to the employees of the Investment Manager is above $510,000. 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.

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. The Board is of the opinion that such disclosure may aff ect the retention or recruitment of competent personnel in a highly competitive business environment the Company operates in as well as the competitive pressures in the talent market due to limited talent pool. The Company needs to maintain stability and business continuity and any attrition in the key management personnel team would not benefit the Company. Accordingly, due to confidentiality and sensitivity issues attached to remuneration matters, especially in the case where TIHIM has less than 20 employees in FY2023, of which 3 (including the CEO) are key management personnel, it would not be in the best interests of the Company to disclose the names, amounts and breakdown of the key management personnel (who are not directors or the CEO) in remuneration bands of S$250,000 as well as the total remuneration paid to these key management personnel as recommended by the Code.

Accountability and Audit Risk Management and Internal Controls

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

The Risk Governance Committee or RGC was set up to assist the Board in overseeing the Company’s risk management framework and policies, and ensures that the Investment Manager maintains a sound system of risk management and internal controls. It assists the Board to determine the nature and extent of the significant risks which the Company is willing to take in achieving its strategic objectives and value creation. The RGC meets annually and consists of the following members:

Sin Boon Ann – Chairman (independent and non-executive)
Vince Feng (independent and non-executive)
Kin Chan (deemed executive)

The Company has an enterprise risk management framework (“ERM”) which provides the RGC guidance for early identification and handling of risks. The ERM defines the risk management policies and procedures that the Company needs to be complied with. It provides a systematic and continuous approach to identifying and prioritising risks that can aff ect 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.

The Company has engaged BDO LLP to assist in the review of the risk governance matters on an annual basis. During the year, BDO LLP conducts an annual review of the Company’s business risks and control policies and processes and reported key findings and measures to the RGC and assisted the RGC in reviewing and updating the risk register based on the ERM. Key risks identified were updated in the risk register with countermeasures in place to address these risks. This register is meant to be an ongoing record of the major risks aff ecting the Company. Whenever the ERM exercise is extended to additional clusters, this register shall be updated.

The RGC performs its duties according to the following Terms of References:

  • Determine the nature and extent of the significant risks which the Company is willing to take in achieving its strategic objectives and value creation.

  • Determine and review the Company’s overall risk tolerance and strategy.

  • Determine and review the current risk exposures and future risk strategy of the Company.

  • In relation to risk assessment:
    1. keep under review the Company’s overall risk assessment processes;
    2. review regularly and approve the parameters used in these measures and the methodology adopted;
      and
    3. set a process for the accurate and timely monitoring of large exposures and certain risk types of critical importance.

  • Determine and review the Company’s capability to identify and manage new risk types.

  • Review 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.

  • Review 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.

  • Determine and review the Company’s procedures for detecting fraud, including the whistleblowing policy (if any). The RGC 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.

  • 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 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 half-yearly by the Company’s external auditors.

The CEO and chief financial officer (“CFO”) of TIHIM, have provided written assurances of the adequacy and eff ectiveness of TIH’s operational risk, compliance, information technology, financial and internal control system. In addition, an external information technology consultant checks on the Investment Manager’s “health” status twice a year to ensure that the information technology system and servers are in satisfactory condition.

The Company has outsourced its internal audit function to an independent auditing firm, BDO LLP, which is an established international auditing firm. 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 AC has reviewed with the internal auditors their risk-based internal audit plan and their evaluation of the system of internal controls, their audit findings and the management’s responses to address the findings; the adequacy and the eff ectiveness of material internal controls, including financial, operational, compliance and information technology controls and overall risk management system of the Company and the Group for FY2023. The outsourced internal audit team is headed by a partner who has more than 20 years of experience in audit and advisory services, and is a Chartered Accountant of the Institute of Singapore Chartered Accountants and Certified Internal Auditor of the Institute of Internal Auditors (“IIA”). The AC is satisfied that the outsourced internal audit function is independent, eff ective and adequately resourced.

The Board had received assurance from the CEO and CFO 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 are adequate and eff ective.

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, compliance and information technology control 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.

Based on the Group’s framework of management controls in place, the internal control policies and procedures established and maintained by the Group, as well as the reviews performed by the external and internal auditors, the Board, with the concurrence of the AC, is of the opinion that the risk management and internal control systems of the Group, addressing the financial, operational, compliance and information technology risks are adequate and eff ective as at 31 December 2023 to address the risks that the Group considers relevant and material to its operations.

Financial Risk Management

Operation Risk

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 aff ected 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.

Currency Risk

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

Credit risk is the Group’s exposure to potential losses if the counterparty fails to fulfil its contractual 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.

Liquidity Risk

The Group maintains sufficient cash to meet its operating needs.

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

Audit Committee

The AC consists of the following members in FY2023:

Liong Tong Kap - Chairman (independent and non-executive)
Thanathip Vidhayasirinun (independent and non-executive)
Alex Shiu Leung Au (non-independent and non-executive)

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 and all AC members have relevant accounting and related financial management experience. Key information of the AC members’ academic and professional qualifications and experiences is set out on pages 91 to 92 of the Annual Report.

The AC performs the following main functions with these terms of reference during FY2023:

  • Review the audit plans and scope of work of the external auditors;

  • Review and recommend the full-year, half-yearly 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 (“IPTs”) in accordance with the requirements of the listing rules of the SGX-ST;

  • Review and resolve any potential confl icts of interest between the Investment Manager and the Company; and

  • Review the report on the IPTs.

The AC 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 half-yearly 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 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, BDO LLP, an independent audit firm engaged to review the eff ectiveness of the internal controls of the Company.

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 for FY2023 is $325,300, comprising $276,600 audit fees and $48,700 non-audit fees (15% of total 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 compliance and 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 aff ect the independence and objectivity of KPMG. In addition, the AC had assessed the performance and the quality of work carried out by KPMG based on the Audit Quality Indicators Disclosure Framework published by the Accounting and Corporate Regulatory Authority of Singapore, and is pleased to recommend their re-appointment.

The AC noted that Ms Ng I-Jane, a partner in KPMG who is in charge of the audit of TIH’s group of companies, has been appointed with eff ect from FY2022. The AC also noted that the Company is in compliance with Rule 712, 715 and 716 in relation to its auditing firm.

The AC also reviews the IPTs conducted under shareholders’ mandate adopted 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 Company, its subsidiaries and associated companies which are considered to be “entities at risk”, in their ordinary course of businesses, 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 confl ict 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 AC or NRC Chairs. Staff may wish to report to his/her immediate supervisor or if the matter 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 NRC 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, 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.

Shareholder Rights and Engagement 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
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
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

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 half-yearly 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. 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. The Company’s external auditors, KPMG LLP are always present at general meetings to address shareholders’ queries about the conduct of the audit and the preparation and content of the auditors’ report. 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 eff ectively 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 Company has in place an Investor Relations Policy which sets out the mechanism through which Shareholders may contact the Company with questions and through which the Company may respond to such questions. The Company is committed to maintaining high standards of disclosure and corporate transparency by providing consistent, relevant and timely information regarding the Company’s business developments and performance in an open and non-discriminatory approach so as to assist Shareholders and investors in their investment decision-making. The Investment Manager has outsourced its investor relation function to Citigate Dewe Rogerson Singapore Pte. Ltd., who has a team of personnel who focus on facilitating the Company’s communications with all stakeholders including shareholders, regulators, analysts and media, etc. – on a regular basis, to attend to their queries or concerns as well as to keep the investors public apprised of the Company’s corporate developments and financial performance.

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 all announcements made by TIH and the basic corporate data of TIH. It also contains an online enquiry form where all stakeholders can direct their queries to. In addition, queries may also be sent directly to TIH@citigatedewerogerson.com.

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 published on SGXNET and the Company’s website within one month of the general meetings.

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’s Dividend Policy, subject to review from time to time, seeks to maximise shareholders’ value after taking into account the Company’s cash position, retained earnings available for distribution, working capital requirements, capital commitments, future investment pipeline and any factors which may be deemed necessary by the Board.

Securities Transactions

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 half-yearly 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. S

imilar 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 one month before the announcement of the Company’s half/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 pages 65 and 67 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 eff ect from 1 July 2014, via a strategic support services agreement (“Strategic Support Services Agreement”), 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$515,000 per annum. 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 services provided under the Strategic Support Services Agreement include but not limited to the following:

– To provide on-site due diligence services in target countries
– To provide on-the-ground local research activities in target countries, which include conducting meetings with and obtaining introduction to, local business partners and advisors in target countries

The AC 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 FY2023, 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.