This printed article is located at https://tih.listedcompany.com/corporate_governance.html
The Board and Investment Manager of TIH Limited ("Company" or "TIH", and together with its subsidiaries, "Group" or "TIH Group") 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 2025 ("FY2025") with specific references to the principles and provisions set out in the Code of Corporate Governance 2018 ("Code"). As a company listed on the Singapore Exchange Securities Trading Limited ("SGX-ST" or "Exchange"), the Board of Directors is pleased to confirm that the Company has generally adhered to the principles and provisions of the Code as well as the Mainboard Listing Manual of the SGX-ST ("Listing Manual"), where appropriate and applicable and any deviations from the Code have been explained in this Statement.
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.
Roles and Duties of the Board
The Board which comprises 2 Deemed Executive Directors, 4 Independent Directors and 1 Non-Executive Director, acts in the best interest of the shareholders of the Company ("Shareholders") by overseeing the Company's governance, providing direction and guidance to its investment manager and holding the investment manager accountable for performance. Since 1 September 2014, the Company has appointed TIH Investment Management Pte. Ltd. ("Investment Manager" or "TIHIM"), its wholly owned subsidiary, to serve as its investment manager. The Investment Manager manages the day to day business and administration of the Company pursuant to an investment management agreement.
The Board sets an appropriate tone-from-the-top and promotes the desired organisational culture, ensuring proper accountability within TIHIM. The Company has various policies in place, such as Board Diversity Policy, Whistleblowing Policy, Investor Relations Policy, Dividend Policy and Securities Dealing Policy, which will be discussed in later parts of this Statement. In addition, the Investment Manager has implemented written policies/ code of conduct and ethics within its Internal Control and Compliance Manual ("ICCM"), which encompasses the Code of Conduct, Whistleblowing Policy, Securities Dealing Policy, Cash Management Policy, Management Information Systems & AI Risk Management Policy, Business Continuity Management Policy, Sustainable Investment Policy, Anti-Money Laundering & Counter-Financing of Terrorism ("AML") Policy, Foreign Account Tax Compliance Act ("FATCA") Policy, Personal Data Protection Act ("PDPA") Policy and other relevant internal policies. All staff of the Investment Manager are required to adhere to these policies.
Each director of the Company ("Director") understands the Company's business and their directorship duties (including their roles as executive, non-executive, and independent directors), acting objectively as fiduciaries in the best interests of the Company. Each Director is required to promptly disclose any conflict or potential conflict of interest, whether direct or indirect, in relation to any transaction or proposed transaction with the Group as soon as practicable after the relevant facts have come to his/her knowledge. Where a Director has a conflict or potential conflict of interest in relation to such transaction, they should recuse themselves from discussions and decisions on the matter, unless the Board is of the opinion that their presence and participation are necessary to enhance the efficacy of such discussion. Nonetheless, the Director 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, arrangement or proposed contract or arrangement, shall be declared to the Company and a Director shall not vote on any such contract or arrangement 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:
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 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 Group. The MIC consists of senior investment personnel whom are Mr Wang Ya-Lun Allen and Mr Stanley Wang. Upon unanimous approval by the MIC, investment proposals will be recommended to the BIC for review and oversight. Unless a proposal involves conflict of interest related matter and/or interested person transaction ("IPT") which falls under the Audit Committee's purview, the BIC has the authority 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. Following MIC approval, 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 effected.
In addition, the Board has established Audit Committee ("AC"), Nominating and Remuneration Committee ("NRC"), and Risk Governance Committee ("RGC") (collectively, the "Board Committees") to assist the Board in carrying out its duties. Each Board Committee operates in accordance with its respective terms of reference, as approved by the Board, which sets out its composition, authorities and duties, including its reporting obligation and role in making recommendations to the Board on matters within its scope. The names of the committee members and further details of each Board Committee's authorities and duties are set out in the subsequent sections of this Statement.
The Company has clear guidelines on matters to be approved by the Board. Below is a non-exhaustive list of material transactions which require Board approval:
Board and Board Committee Meetings
The Board and Board Committee meetings are scheduled well in advance in consultation with the Directors. In addition to attending in person at the meeting venue, participation in Board or Board Committee meetings via telephone/web conferences or other forms of audio or audio-visual communication is also permitted under TIH's Constitution. The Investment Manager aims to provide complete, adequate and timely information to the Board and Board Committees prior to meetings and on an on-going basis to enable them to make informed decisions and discharge their duties and responsibilities. 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 and Board Committees well in advance of the scheduled meetings to prepare the Directors for the meetings.
In addition to the quarterly scheduled meetings, ad hoc Board and/or Board Committee meetings are convened when necessary to deliberate on urgent matters. The Board and Board Committees also rely on circular resolutions and discussions conducted via telephonic conferences, emails and other forms of communication to discharge their duties.
There were four (4) Board meetings, two (2) AC meetings, one (1) NRC meeting, one (1) RGC meeting and one (1) Annual General Meeting ("AGM") held in 2025. As a standing practice, Directors are invited to attend Board Committee meetings as observers. The Directors actively participate in Board and Board Committee meetings, and their attendance at such meetings is set out in the table that follows.
2025 Board, Board Committee and General Meetings Attendance
(Please refer to "Board Composition" section of this Statement for the existing composition of the Board and Board Committees.)
| Board Meetings | AC Meetings | NRC Meetings | RGC Meeting | AGM | |
|---|---|---|---|---|---|
| No. of Meetings Held | 4 | 2 | 1 | 1 | 1 |
| Name of Director | No. of Meetings Attended / No. of Meetings Held During the Director's Tenure | ||||
| Kin Chan (and/or his alternate Li Yick Yee Angie) |
4/4 (Chairman) |
2/2 (Observer) |
1/1 (Observer) |
1/1 (Member) |
1/1 (Chairman of the Meeting) |
| Wang Ya-Lun Allen | 4/4 | 2/2 (Observer) |
1/1 (Observer) |
1/1 (Observer) |
1/1 |
| Thanathip Vidhayasirinun | 4/4 | 2/2 (Chairman) |
1/1 (Chairman) |
1/1 (Observer) |
0/1 |
| Alex Shiu Leung Au (and/or his alternate Abram Melkyzedeck Suhardiman) |
4/4 | 2/2 (Member) |
1/1 (Member) |
1/1 (Observer) |
1/1 |
| Sin Boon Ann | 3/4 | 1/2 (Observer) |
1/1 (Member) |
1/1 (Chairman) |
1/1 |
| Poh Mui Hoon | 3/4 | 2/2 (Observer) |
0/1 (Observer) |
1/1 (Member) |
1/1 |
| Lee Wa Lun Warren | 3/4 | 1/2 (Member) |
1/1 (Observer) |
1/1 (Observer) |
1/1 |
Access to Information
The Board is responsible for providing a balanced and understandable assessment of the Company's performance, position and prospects. To support this, the Investment Manager provides periodic reports on the Company's performance and prospects, including quarterly performance updates on the investments. Semi-annually, the external auditors review investment performance for compliance with investment guidelines and valuation principles, and any changes in investment valuations are communicated to the Board. The Board receives financial results alongside updated investment valuations, ensuring transparency and alignment with valuation standards. These report together with other meeting materials will be included in the Board Book to be distributed to the Board at least one week before each meeting.
To facilitate an effective and efficient discharge of duties and responsibilities, the Directors are provided with timely updates on major developments in investments and divestments. The investor reports along with the Company's corporate documents, including annual reports, circulars, and TIH's Constitution; the terms of reference for each Board Committee; and the Group's various policies, are made available on a secure shared drive for Directors to access as needed.
Access to Management, Company Secretary and Professional Advice
The Board also has separate and independent access to senior management of the Investment Manager, Company Secretary as well as to the internal and external auditors. 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.
Under the direction of the Investment Manager, the Company Secretary, who attends all Board and Board Committees' meetings, ensures effective communication between the Company and its Directors as well as to facilitate orientation and professional development as required. The Company Secretary also ensures board and meeting 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.
Directors' Training and Development
To ensure that Directors keep pace with regulatory and other developments relevant to the Company's and the Directors' obligations, the Directors are briefed during Board and Board Committee meetings, and key updates and reference materials are included in the Board Book which is distributed to them. In between meetings, the Company Secretary keeps the Board informed via email of key changes in the legal, governance and reporting environment. Directors are encouraged, and the Company may arrange, for them to attend relevant and suitable courses as part of their ongoing director training, including training on sustainability matters as prescribed by the Exchange, Anti-Bribery and Corruption awareness training, and Anti-Money Laundering and Counter-Financing of Terrorism awareness training. Directors may claim professional training fees on a per annum basis as approved by the Board from time to time. During the year, the Directors attended various training courses, seminars, workshops, industry briefings and forums covering topics such as corporate governance, regulatory and compliance developments, sustainability and economic outlook. These included the following:
Pursuant to Rule 720(7) of the Listing Manual, all of the Directors have completed at least one mandatory training programme on sustainability matters as prescribed by the Exchange. Any Director who has no prior experience as a director of an issuer listed on the Exchange will be required to complete the mandatory training prescribed by the Exchange within one year of his or her appointment. 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 necessary, the Company also arranges appropriate training programmes and briefings for new Directors.
Principle 2: The Board 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.
Board Composition
As the Chairman of the Board, Mr Kin Chan, a Deemed Executive Director ("Board Chairman"), is not independent, the Board is made up of a majority of Independent Directors (4 out of 7) in line with the Code's provision. Non-Executive Directors which include the Independent Directors (5 out of 7) make up a majority of the Board. Out of the 3 non-independent Board members, the Board Chairman and Mr Alex Shiu Leung Au, a Non-Executive Director, are affiliated with Substantial Shareholders and Mr Wang Ya-Lun Allen, Deemed Executive Director, is affiliated with the Investment Manager. Mr Alex 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 Thanathip Vidhayasirinun, Mr Sin Boon Ann, Ms Poh Mui Hoon and Mr Lee Wa Lun Warren are the 4 Independent Non-Executive Directors.
The composition of the Board and Board Committees as at the date of this Annual Report are set out below:
| Board Committees | ||||
|---|---|---|---|---|
| Board | Audit | Nominating & Remuneration |
Risk Governance |
Board Investment |
| Kin Chan Deemed Executive Chairman |
– | – | Member | Member |
| Wang Ya-Lun Allen Deemed Executive Director |
– | – | – | Member |
| Thanathip Vidhayasirinun Independent Non-Executive Director |
Chairman | Chairman | – | – |
| Alex Shiu Leung Au Non-Executive Director |
Member | Member | – | Member |
| Sin Boon Ann Lead Independent Director |
– | Member | Chairman | – |
| Poh Mui Hoon Independent Non-Executive Director |
– | – | Member | – |
| Lee Wa Lun Warren Independent Non-Executive Director |
Member | – | – | – |
Non-Executive Directors
Most of the Non-Executive Directors have in-depth knowledge and experience in investment/fund management industry. They have been performing their duties including:
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.
As and when necessary, Non-Executive Directors, led by the Lead Independent Director, meet for confidential discussions on any concerns and to resolve conflicts of interest, without the presence of the Investment Manager and the Lead Independent Director provides feedback to the Board and/or Board Chairman as appropriate.
Board Diversity
A Board Diversity Policy has been adopted in February 2022 and addresses gender, skills and experience, and any other relevant aspects of diversity. The Company's board diversity in the aspects as breakdown below enables the Board to have a broader range of insights, perspectives and views in relation to issues affecting the Company. All Board members met the required academic qualification requirements.
Age Group (as at 31 December 2025)
| Age Group | No. of Directors | Percentage |
|---|---|---|
| 41 – 50 | 1 | 14% |
| 51 – 60 | 3 | 43% |
| 61 – 70 | 3 | 43% |
Gender
| Gender | No. of Directors | Percentage |
|---|---|---|
| Male | 6 | 86% |
| Female | 1 | 14% |
Skills, Industry Experience, Capabilities and Strength
Below is the matrix showing the diversity of skills, industry experience, capabilities and strength of the Board.
| Directors | Financial & Accounting Expertise |
Investment Expertise |
Regulatory & Risk Management |
Leadership & Business Strategy |
ESG & Corporate Governance |
|---|---|---|---|---|---|
| Kin Chan | ● | ● | ● | ● | ● |
| Wang Ya-Lun Allen | ● | ● | ● | ● | ● |
| Thanathip Vidhayasirinun | ● | ● | ● | ||
| Alex Shiu Leung Au | ● | ● | ● | ||
| Sin Boon Ann | ● | ● | ● | ||
| Poh Mui Hoon | ● | ● | ● | ● | |
| Lee Wa Lun Warren | ● | ● | ● |
The Company strives to achieve the following Board Diversity Targets:
| Board Diversity Targets | Achievements of Targets |
|---|---|
| Age Diversity | As at 31 December 2025, the Board comprises at least 1 member in each age group of 41–50, 51–60 and 61–70. The NRC and the Board are satisfied that there is appropriate age diversity on the Board, which contributes a broad range of perspectives, mitigates groupthink, and strengthens the quality of decision-making. |
| Gender Diversity | The Board has had one (1) female Director and six (6) male Directors. In addition, Ms Li Yick Yee Angie, who currently serves as an alternate director to Mr Kin Chan, has actively participated in board discussions whenever she attends Board and Board Committee meetings. The NRC and the Board are satisfied that there is appropriate gender diversity on the Board, which enhances the quality of deliberations by fostering constructive debate and contributing to more comprehensive and balanced decision-making. |
| Diversity in Skills, Industry Experience, Capabilities and Strength | The NRC and the Board are satisfied that the skills, industry experience, capabilities and strength of the Board, as shown in the matrix table above, demonstrate a right mix of expertise, experience and skills, which equips the Board with a broader range of insights, cultivates strategic thinking and strengthens its capacity to address issues affecting the Company. |
In FY2025, the Board with the aid of the NRC had performed the necessary annual reviews and had determined that:
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 Board Chairman and the Chief Executive Officer ("CEO").
The Company does not have a CEO as its management 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 Board Chairman, who leads and ensures the effectiveness of the Board and the roles of the CEO (the Investment Manager), who manages the Company's business operations. There is no immediate familial relationship between the Board Chairman and the employees of the Investment Manager, including its CEO. The roles of the Board Chairman and CEO (the Investment Manager) are held by separate parties, ensuring that no one has unfettered decision-making power.
Roles and Responsibilities of the Board Chairman
The Board Chairman, Mr Kin Chan, was a Non-Executive Director of the Company from 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, he is a licensed representative of the Investment Manager. Following his appointment as a licensed 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 the Investment Manager obtained the CMS Licence which include, amongst others:
The Board Chairman also engages with TIH's strategic partners and key stakeholders. He fosters constructive relationships and gathers feedback for the Board's consideration and follow-up, where appropriate.
Lead Independent Director
In view that the Board Chairman is not an independent director, the Board has appointed a Lead Independent Director. The current Lead Independent Director is Mr Sin Boon Ann, who has assumed this role since 1 January 2021. The Lead Independent Director provides leadership in situations where the non-independent Board Chairman is conflicted and addresses any Shareholders' concerns that cannot be resolved or are inappropriate to be handled through the normal channels of the Board Chairman or the Investment Manager.
Roles and Responsibilities of 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:
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.
Nominating and Remuneration Committee
The NRC, meets at least annually and consists of the following members:
Thanathip Vidhayasirinun - Chairman (Independent and Non-Executive Director)
Sin Boon Ann (Lead Independent Director)
Alex Shiu Leung Au (Non-Executive Director)
The nominating duties of the NRC, set out in its terms of reference, are as follows:
The remuneration duties of the NRC are disclosed in the subsequent part of this Statement.
Succession Plans
The NRC reviews Board succession planning, including for the Board Chairman, at least annually. As the Company has no CEO or employees, no succession review is required for the roles of CEO and key management personnel. The NRC and the Board are of the view that in the event of an unexpected vacancy in the Chairman position, the Board members possess the quality and capability to serve as interim Chairman while a search is conducted for a successor.
To support the progressive renewal of the Board and ensure timely replacement of independent directors who have served more than nine years in accordance with the Listing Manual, the Company continually monitors potential vacancies and sourcing suitable candidates in line with its Board Diversity Policy. The processes for selection, appointment and re-appointment of Directors underpin the Company's approach to Board continuity and sound governance, which is discussed in the following section.
Selection, Appointment and Re-Appointment of Directors
In line with the Board Diversity Policy, all appointments to the Board will be assessed by the NRC for the required academic qualifications, skills, experience, capabilities and strengths. Other relevant criteria, such as independence, other principal commitments and potential impact on boardroom dynamics, will also be taken into consideration as appropriate. The NRC is mindful of the need to also consider diversity on the Board in terms of personal attributes such as gender and age when filling up vacancies.
The procedure for the selection of new Board members is as follows:
Article 107 of TIH's Constitution provides that one-third of the Directors 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, Article 111 of TIH's Constitution sets forth that any Director appointed to fill a casual vacancy or as an additional Director 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, whether retiring by rotation under Article 107 or ceasing to hold office at the AGM under Article 111, is eligible for re-election by Shareholders at the AGM.
The Directors who retire by rotation under Article 107 shall be those who have been longest in office since their last election or appointment or have been in office for 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.
At the AGM scheduled to be held in April 2026 ("2026 AGM"), the Directors subject to retirement by rotation in accordance with Article 107 of TIH's Constitution are Messrs Kin Chan, Wang Ya-Lun Allen and Thanathip Vidhayasirinun. Mr Kin Chan and Mr Wang Ya-Lun Allen, being eligible, have consented to stand for re-election, while Mr Vidhayasirinun has confirmed that he will not be seeking re-election.
The NRC has, after considering Board diversity and each of the retiring Directors' contributions and performances (e.g. attendance, preparedness, participation and candour), recommended, and the Board, with both retiring Directors abstaining from deliberations on their own nominations, has accepted, that Mr Kin Chan and Mr Wang Ya-Lun Allen be nominated for re-election at the 2026 AGM.
The date of initial appointment and last re-election/scheduled re-election of Directors are set out below:
| Director | Date of Initial Appointment | No. of Years as Director# | Date of Last / Scheduled Re-election |
|---|---|---|---|
| Kin Chan | 1 October 2004+ | 21 years | 25 April 2024 (Next: 23 Apr 2026) |
| Wang Ya-Lun Allen | 26 February 2015 | 11 years | 20 April 2023 (Next: 23 Apr 2026) |
| Thanathip Vidhayasirinun | 4 August 2016 | 9 years | 20 April 2023 (Next: 23 Apr 2026)* |
| Alex Shiu Leung Au | 1 June 2018 | 7 years | 24 April 2025 |
| Sin Boon Ann | 1 June 2018 | 7 years | 24 April 2025 |
| Poh Mui Hoon | 23 May 2024 | 1 year | 24 April 2025 |
| Lee Wa Lun Warren | 23 May 2024 | 1 year | 24 April 2025 |
Notes:
# As at date of this Annual Report
+ Appointed as Chairman of Board on 1 May 2005
* Not seeking re-election at the 2026 AGM
Assessment of Independence
All Independent Directors are required to complete a confirmation of independence, which set out all the independence criteria and circumstances in line with Listing Manual and the Code, annually and as and when required. Mr Sin Boon Ann disclosed to the Company that he has a business relationship with a substantial shareholder of the Company. The substantial shareholder, through its wholly owned subsidiary, made a venture capital investment in a start-up company where Mr Sin is the chairman and founder.
During FY2025, the NRC conducted its annual review, taking into consideration the following:
With relevant NRC members or Directors abstaining from deliberating on their own independence, the NRC, based on its review, is satisfied that the business relationship between Mr Sin and the substantial shareholder has not impaired his independent status in TIH. Accordingly, the NRC, together with the Board, has determined that Mr Thanathip Vidhayasirinun, Mr Sin Boon Ann, Ms Poh Mui Hoon and Mr Lee Wa Lun Warren remain independent.
Multiple Board Representations and Principal Commitments
When a Director has multiple board representations and other principal commitments, they are expected to ensure that sufficient time and attention are given to the affairs of the Company. The NRC shall review with Board members in an open session the effectiveness of the Board, its committees and the contributions of each Director to determine whether the Board and its members are able to and have been adequately carrying out their respective duties as Directors of the Company.
While the number of board representations should not be the only measure of a Director's commitment and ability to contribute effectively, the NRC takes the view that approval from the Board should be obtained if a Director wishes to exceed the maximum number of board representations on listed companies as determined by the Board. In assessing a Director's contributions, the NRC takes a holistic approach. Focusing solely on Directors' attendance at Board and Board Committee meetings per se may not provide 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 expertise in specialised areas are also relevant factors in assessing their contributions.
For FY2025, the NRC and the Board are satisfied that the number of listed company board representations held by all Board members does not exceed the limit set by the Board and the Company respects each Director's judgement on their own time commitments for their directorships and principal commitments. Based on an annual review, the NRC and the Board are of the opinion that all Directors have been adequately carrying out their duties as Board members. None of the Directors have informed the Company of previously serving on the board of a company with an adverse track record or with a history of irregularities or is or was under investigation by regulators.
The listed company directorships and principal commitments of each Director are disclosed under section "Key Information on Board Members" of this Statement.
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.
Once a year, the Board conducts a self-assessment to evaluate its effectiveness as a whole, the effectiveness of each Board Committee, and the contribution of the Chairman to the Board. The annual assessment is conducted in form of checklist, which the Company Secretary distributes to each Board member for completion. The Company Secretary compiles the assessment results, together with any feedback and recommended action plan from the Directors, into a report to be reviewed collectively by the NRC before being presented to the Board. Based on its review, the NRC will then make recommendations and/or propose actions for the Board's consideration. The Company will consider engaging an external facilitator to assist with the annual assessment where it is assessed to be appropriate.
The checklist, last revised and approved in 2025, evaluates the following performance criteria: (A) Board Structure and Composition, including the independent element and the appropriate diversity within the Board; (B) Conduct of Meetings, including open communication, meaningful participation and timely resolution of issues at Board meetings as well as Directors' access to information and senior management; (C) Board Accountability, including consideration of shareholder value and stakeholder interests, oversight of long-term strategy and responses to crises and urgent issues; (D) Corporate Strategy and Planning, including sustainability issues and Board succession; (E) Risk Management and Internal Controls, including the establishment of a control system and the identification of significant weaknesses in control procedures; (F) Measuring and Monitoring Performance, including share performance and dividend payouts; (G) Communicating with Shareholders and Stakeholders, including understanding and addressing the information needs of Shareholders and other stakeholders (such as analysts and regulators) and ensuring Shareholders have the opportunity to participate effectively at AGMs; (H) Financial Reporting, including the review of budgets, financial plans, significant financial reporting issues and key judgements relating to the preparation of the Company's financial statements and other regulatory disclosures; (I) Compensation, including the review and endorsement of the Board remuneration framework; (J) Committee Effectiveness, including meeting regulatory requirements and fulfilling responsibilities as set out in the respective terms of reference; and (K) Board Chairman's Contribution, including the promotion of Board culture and high standards of corporate governance. The performance criteria, and any revisions thereto, are recommended by the NRC and approved by the Board, and are reviewed and revised only where necessary.
The Board is cognizant of the recommendation under Principle 5 of the Code for a formal annual assessment of individual directors. However, the Board believes that the existing assessment, which evaluates the effectiveness of the Board as a whole, each Board Committee separately, and the contribution of the Board Chairman adequately meets TIH's needs. The Board underscores that delivering Shareholder value and protecting minority interests remain priorities and these considerations have been incorporated into the performance criteria for the annual assessment.
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.
Developing Remuneration Policies and Framework
As mentioned in the previous section, the NRC also performs the following remuneration duties as set out in its terms of reference:
Directors' Remuneration
As the Company has no direct staff nor employees and its day-to-day operations are undertaken by the Investment Manager pursuant to an investment management agreement, the NRC reviews only the remuneration framework of the Board. Mr Wang Ya-Lun Allen, a Deemed Executive Director, does not receive any Director's fee from the Company. Instead, he is remunerated by the Investment Manager through an employee salary and bonus. Mr Kin Chan, the Deemed Executive Chairman, does not perform any executive role in the day-to-day operations of the Company and hence only receives Director's fee. In view of the Company's remuneration structure, the engagement of a remuneration consultant is not required at this time.
In reviewing and recommending the Directors' fees, the following factors were taken into account:
Having satisfied the above factors and benchmarked against the directors' fees of industry peers, the NRC has recommended, and the Board has endorsed, the following schedule of Directors' fees payable for FY2025, which remains unchanged from the last financial year:
| Category | Fees (S$) |
|---|---|
| Basic fee for all Directors | 23,000 |
| Allowance for Chairman of the Board | 27,000 |
| Allowance for Chairman of the AC | 27,000 |
| Allowance for AC Members | 16,000 |
| Allowance for Chairman of the NRC | 12,000 |
| Allowance for NRC Members | 6,000 |
| Allowance for Chairman of the RGC | 15,000 |
| Allowance for RGC Members | 8,000 |
| Allowance for BIC Members | 25,000 |
| Fee for Lead Independent Director | 10,000 |
Directors who cease to hold office during the financial year will be paid pro-rated fees for their term of service. No additional fee is payable for meeting attendance, and no Director decides on his/her own fees.
Management Fee to Investment Manager
The Investment Manager, which is a wholly-owned subsidiary of the Company, is paid a management fee in accordance with the terms of the investment 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 investment management agreement. Any changes to the terms of the investment management agreement will be subject to the Board's approval.
Disclosure on Remuneration
A breakdown of the Directors' fees to be paid to the following Directors for FY2025 upon approval by the Shareholders at the 2026 AGM is as follows:
| Director | Basic Fee (incl. Board Chairman) |
AC Chair/ Member |
NRC Chair/ Member |
RGC Chair/ Member |
BIC Member |
Lead Independent Director |
Total Directors' Fees |
|---|---|---|---|---|---|---|---|
| Kin Chan | S$50,000 | — | — | S$8,000 | S$25,000 | — | S$83,000 |
| Thanathip Vidhayasirinun | S$23,000 | S$27,000 | S$12,000 | — | — | — | S$62,000 |
| Alex Shiu Leung Au | S$23,000 | S$16,000 | S$6,000 | — | S$25,000 | — | S$70,000 |
| Sin Boon Ann | S$23,000 | — | S$6,000 | S$15,000 | — | S$10,000 | S$54,000 |
| Poh Mui Hoon | S$23,000 | — | — | S$8,000 | — | — | S$31,000 |
| Lee Wa Lun Warren | S$23,000 | S$16,000 | — | — | — | — | S$39,000 |
| Total | S$339,000 | ||||||
For FY2025, save and except for Directors' fees which are payable in arrears after approval by Shareholders at the AGM, no other forms of remuneration or benefits (including any termination, retirement or post-employment benefits) are paid or payable to the Directors by the Company.
Mr Wang Ya-Lun Allen, the Deemed Executive Director of the Company and the CEO of TIHIM, was paid a total remuneration of S$503,592 for FY2025 by TIHIM. In accordance with Rule 1207(10D) of the Listing Manual, the breakdown of his remuneration for FY2025 (in percentage terms1) is as follows:
| Based or Fixed Salary2 | 66.98% |
| Variable or Performance-Related Income or Bonuses | 31.81% |
| Benefits In Kind | 1.22% |
| Stock Options Granted | — |
| Share-Based Incentives and Awards | — |
| Other Long-Term Incentives | — |
Notes:
The Company and its subsidiaries do not have any employees who are Substantial Shareholders or are immediate family members of the Directors, the CEO or Substantial Shareholders, and whose remuneration exceeded S$100,000 during FY2025.
The Company does not have any long-term incentive schemes, such as an employee share option scheme, in place.
For FY2025, the Investment Manager was remunerated with management fees computed based on the percentages agreed upon in the investment management agreement. Other than payment in lieu of notice in the event of termination, no other termination, retirement or post-employment benefits were included in the employment contracts of TIHIM employees.
The Board mindful of the recommendation of Provision 8.1 of the Code to disclose the names, amounts and breakdown of the top five 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. However, 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 affect 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 FY2025, it would not be in the best interests of the Company to disclose remuneration of these key management personnel as recommended by the Code.
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.
Risk Governance Committee
The RGC was set up to assist the Board in overseeing the Group'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 Group is willing to take in achieving its strategic objectives and value creation. The RGC meets at least annually and consists of the following members:
Sin Boon Ann – Chairman (Lead Independent Director)
Poh Mui Hoon (Independent and Non-Executive Director)
Kin Chan (Deemed Executive Chairman)
The duties of the RGC, set out in its terms of reference, are as follows:
Enterprise Risk Management
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 Group needs to comply with. It provides a systematic and continuous approach to identifying and prioritising risks that can affect the Group 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 Group to enable monitoring and relevant decisions to be undertaken. Some common risk areas and their corresponding countermeasures under the ERM include operation risk, foreign exchange risk, interest rate risk, market risk, credit risk, liquidity risk and fraud risk, among others.
The Company has engaged BDO Advisory Pte. Ltd. ("BDO") to assist in the review of the risk governance matters on an annual basis. BDO is a member of BDO International Limited and forms part of international network of independent member firms. During the year, BDO conducted an annual review of the Group's business risks and reported key risks and mitigating 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, which would be refreshed and reviewed annually, is meant to be an ongoing record of the major risks affecting the Group. Whenever the ERM exercise is extended to additional clusters, this register shall be updated.
Roles of Investment Manager on Internal Control and Risk Management
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 operates under the guidance of the ICCM, which is well documented and regularly updated, and 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, policies and procedures governing financial, operational, information technology ("IT") and regulatory compliance matters. 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.
For FY2025, the Investment Manager reported to the AC and the Board that a robust risk control policy is in place to minimise the impact of various risks on the Group's financial stability and long-term viability. A comprehensive risk management framework has been implemented, encompassing the identification, assessment and management of various types of risks, including financial risk, operational risk, IT risk and compliance risk. To further enhance risk oversight, the internal audit and enterprise risk management assessment have been outsourced to BDO. Additionally, an IT support vendor has been engaged to conduct annual server health checks and provide other IT support services, ensuring that IT-related risks are effectively managed.
Written Assurance from CEO and CFO of Investment Manager
The AC and the Board had received written assurance from the CEO and Chief Financial Officer ("CFO") of the Investment Manager that (i) the financial records of the Group have been properly maintained and the financial statements give a true and fair view of the Group's operations and financial position; and (ii) the risk management and internal control systems of the Group are adequate and effective.
Adequacy and Effectiveness of Internal Controls and Risk Management
Based on the risk management framework, the internal control policies and procedures established, assurance from the Investment Manager, reviews performed by Board and its committees on relevant aspects as well as the evaluation conducted by the external and internal auditors, the Board, with the concurrence of the AC, is of the opinion that the Group's internal controls, addressing financial, operational, compliance and IT risks, and risk management systems are adequate and effective as at 31 December 2025 to address the risks that are relevant and material to its operations.
The Board acknowledges, however, that no system of internal controls and risk management can provide absolute assurance against poor judgement in decision-making, human error, losses, fraud, cyberattacks or other irregularities.
Principal 10: The Board has an Audit Committee which discharges its duties objectively.
The AC consists of the following members:
Thanathip Vidhayasirinun - Chairman (Independent and Non-Executive Director)
Alex Shiu Leung Au (Non-Executive Director)
Lee Wa Lun Warren (Independent and Non-Executive Director)
None of the AC members have 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/or related financial management experience. Key information on the AC members' academic and professional qualifications and experience is set out under the section "Key Information on Board Members" of this Statement.
The duties of the AC, set out in its terms of reference, are as follows:
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 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.
During the year, KPMG, the external auditors, and BDO, the internal auditors, presented their findings and recommendations to the AC in the presence of other Board members and management. There were no instances of suspected fraud, irregularity or infringement of Singapore laws or regulations, that were reported to the AC as having or being likely to have a material impact on the Company's operating results or financial position. Additionally, the AC met separately with the external auditors and the internal auditors, in each case without the presence of management. KPMG periodically update the AC and the Board on key changes to reporting standards and regulatory requirements, enabling AC and Board members to keep abreast of such changes and their potential impact on the Group's financial statements or other reports. From time to time, Directors are also invited to attend seminars, talks and updates conducted by accounting firms and the Exchange on changes to accounting standards and current issues.
Review of Independence, Objectivity and Performance of External Auditors
The AC has reviewed and confirmed that the aggregate amount of fees paid/payable to KPMG for FY2025 is S$280,003, comprising S$237,203 audit fees and S$42,800 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 affect the independence and objectivity of KPMG.
In line with the International Ethics Standards Board for Accountants' revised non-assurance service standards, the AC adopted a Non-Assurance Services Pre-Approval Policy in November 2022, setting out a list of non-assurance services pre-approved by the AC. Additionally, the AC delegated authority to Mr Wang Ya-Lun Allen to approve services not included on the pre-approved list, provided that such approvals are reported to the AC at or prior to its next scheduled meeting.
The AC also assessed KPMG's performance and the quality of their work 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. As approved by the Board, the re-appointment of KPMG as the external auditors is subject to Shareholders' approval at the 2026 AGM.
The AC noted that Mr Hong Cho Hor Ian, a partner at KPMG who is in charge of the audit of TIH's group of companies, was appointed effective FY2025. His tenure has not exceeded 5 consecutive full financial year audits, in accordance with Rule 713 of the Listing Manual. The AC also confirmed that the Company complies with Rules 712 and 715 of the Listing Manual in relation to its auditing firm.
Review of Interested Person Transactions
The AC 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 ("IPT 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 conflict of interests in relation to any mandated IPT, he/she will abstain from reviewing that particular transaction. The details of the IPT Mandate, as proposed for renewal at the 2026 AGM, are set out in the Appendix to the Company's Letter to Shareholders dated 2 April 2026.
IPTs not covered under the IPT Mandate, if any, are reported to the AC and the Board to ensure that such transactions are conducted on an arm's length basis and on normal commercial terms that are not prejudicial to the interests of the Company and its minority shareholders. The Company will announce, disclose and seek Shareholders' approval for such IPTs in accordance with the requirements of the Listing Manual, where applicable.
With effect from 1 July 2014, via a strategic support services agreement ("Strategic Support Services Agreement"), the Company has appointed ASM Administration Limited – an associate of the directors and controlling shareholders of the Company – to provide the services of sourcing of potential investment opportunities for the Company. This support arrangement formalises the strategic alliance between the Company and Argyle Street Management group ("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:
The annual renewal of the Strategic Support Services Agreement is a regular agenda item at AC and Board meetings. In FY2025, the AC and the Board, having reviewed the proposed fee level, 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. Accordingly, the renewal of the Strategic Support Services Agreement was approved at a fee of US$600,000 per annum.
As required by the Listing Manual, details of the IPTs, whether covered under IPT Mandate or not, entered by the Group are delineated in "Supplementary Information: Interested Person Transactions" section of this Annual Report.
Whistleblowing Policy
The Company has adopted a Whistleblowing Policy which has been reviewed by the AC and approved by the Board. The Whistleblowing Policy is to provide an avenue for employees of the Investment Manager to bring to the attention of the AC or Lead Independent Director, major concerns of any wrongdoing or improprieties within the Company relating to unlawful conduct, financial malpractice, violation of rules, regulations or policies or a direct threat to the interest of the Company that has taken place or is likely to be committed.
The Whistleblowing Policy is intended to provide a framework to promote responsible and secure whistleblowing without fear of adverse consequences. It allows for reporting by employees of such matters to the AC or Lead Independent Director without fear of reprisal, discrimination or adverse consequences and also permits the Company to address such reports by taking appropriate action, including, but not limited to, disciplining or terminating the employment of those responsible. However, while the Whistleblowing Policy is meant to protect genuine whistleblowers from any unfair treatment as a result of their report, it strictly prohibits frivolous and bogus complaints.
Whistleblowers are encouraged to identify themselves when raising concerns or providing information. The Company shall maintain the confidentiality of the person making the report to the fullest extent reasonably practicable within the legitimate needs of law. Exceptional cases where disclosure of a whistleblower's identity or information provided may be required include, (i) the Company is under legal obligation to make such disclosure; (ii) the information is already in the public domain; (iii) information is provided in confidence to legal or auditing professionals for the purpose of obtaining professional advice; and (iv) the information is required by the authorities. Notwithstanding the above circumstances, every effort will be taken to maintain confidentiality to the fullest extent possible. If the whistleblower's identity is to be revealed under circumstances not covered by the above, discussion will be held with the whistle blower before any disclosure is made.
All concerns must be submitted in writing. As it is essential for the Company to have all critical information in order to be able to effectively evaluate and investigate a complaint, the report made should be as detailed and specific as possible. This includes information such as the parties involved, relevant dates or period of time, the type of concern, evidence substantiating the complaint, where possible, and contact details, in case further information is required. All matters reported will be reviewed within a reasonable timeframe, and after due consideration and inquiry, a decision will be taken on whether a full investigation is warranted.
Internal Audit
The Company has outsourced its internal audit function to BDO. The internal audits are performed in line with BDO Global Internal Audit Methodology which is consistent with the Global Internal Audit Standards developed 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. The internal auditors report primarily to the AC, have unfettered access to the Group's documents, records, properties and personnel, including the AC, and have appropriate standing within the Group. Internal control weaknesses noted during the audit and the respective auditors' recommendations are reported to the AC, with follow-up actions and implementation 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; and assessed the adequacy and effectiveness of the Group's material internal controls, including financial, operational, compliance and IT controls, as well as the overall risk management systems for FY2025. 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 (Singapore), Certified Internal Auditor, Certified Information Systems Auditor and Certified Information Systems Security Professional. The AC is satisfied that the outsourced internal audit function is independent, effective and adequately resourced.
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.
Shareholder Communications
The Company is committed to upholding Shareholders' rights through transparent and timely communication. In addition to complying with the disclosure requirements under the Listing Manual, the Company ensures the prompt and inclusive dissemination of material price- and trade-sensitive information. Financial results and material developments are announced in a timely manner, providing Shareholders with a clear assessment of the Company's performance and financial position at least on a half-yearly basis.
The Annual Reports, circulars and AGM Booklets, containing AGM notices, Proxy Forms and Request Forms, for general meetings are published on the SGX website (www.sgx.com) and made available on the Company's website (www.tih.com.sg) with adequate notice provided for such meetings. In addition, printed copies of the AGM Booklets are posted to each Shareholder. AGM notices are also advertised in major local newspapers for greater awareness. All announcements released on the SGX website are also accessible on the Company's website. Press releases are issued as and when necessary to highlight significant developments, ensuring that Shareholders remain well-informed.
Conduct of General Meetings
The Company places strong emphasis on Shareholder engagement and participation in general meetings by holding them at convenient and accessible locations in Singapore. Shareholders who are unable to attend in person may appoint up to 2 proxies to attend and vote on their behalf, in accordance with TIH's Constitution. Shareholders who qualify as relevant intermediaries under Section 181 of the Companies Act 1967 of Singapore ("Companies Act") are permitted to appoint more than 2 proxies.
Subject to TIH's Constitution, the Companies Act and Listing Manual, the Directors may, at their sole discretion, approve and implement, subject to such security measures as may be deemed necessary or expedient, such voting methods to allow Shareholders who are unable to vote in person at any general meeting the option to vote in absentia, including but not limited to voting by mail, electronic mail or facsimile.
The Company addresses questions received in advance by releasing announcement(s) on the SGX website and making them available on the Company's website. A question-and-answer session is always included at all general meetings to allow questions, feedback and participation from Shareholders. Directors and the Company's external auditors, KPMG, are present at general meetings to address Shareholders' queries, particularly those related to the Company's business, audited financial statements, the conduct of the audit and the auditors' report. To ensure fair treatment to Shareholders who are not present at the meeting, the Board is reminded not to divulge any information that has not been publicly announced.
The Company tables separate resolutions at general meetings on each substantially separate issue and avoids "bundling" resolutions without valid reasons. All resolutions are put to the vote by electronic poll voting, with the polling agent explaining the poll voting procedures to the Shareholders/proxies/corporate representatives before voting commence. Independent scrutineers are appointed to verify votes tabulation. The voting results, including the number and percentage of votes cast for and against each resolution, are displayed immediately after each resolution, before the Chairman declares whether the resolution is passed. In addition, the voting results, the name of the independent scrutineers' firm, and any other requisite information are also announced on the SGX website later on the same day, following the conclusion of the general meeting.
The minutes of general meetings, including substantial and relevant Shareholder comments, queries from Shareholders relating to the agenda of the meeting, and responses from the Board and the Investment Manager, are prepared by the Company Secretary and published on the SGX website and the Company's website within 1 month of the general meetings.
Investor Relation Policy
The Company has in place an Investor Relations Policy which sets out the mechanism through which Shareholders and stakeholders 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. (CDR), 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.
Stakeholders Engagement
The Company's corporate website at 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 corporate information and 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@cdrconsultancy.com. More stakeholders engagement arrangement and relationship management information are disclosed in the "Sustainability Report" section of this Annual Report.
Dividend Policy
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.
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 2001, 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. 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. The Company Secretary sends out half-yearly reminders on these requirements to all Directors and employees.
Under the policies, any trade conducted by the respective personnel should be reported to the Company Secretary within 2 business 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, its subsidiaries and 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 ("blackout period") and (b) if they are in possession of unpublished price- or trade- sensitive inside information. Additionally, the respective personnel cannot deal in the Company's listed securities on short-term considerations. The Company is also mindful that it is prohibited from dealing in its securities, such as issuing securities or carrying out share buybacks, as applicable, during the blackout periods.