Email This Print ThisCorporate Governance

Our Board of Directors and Management are committed to maintaining high standards of corporate governance, to protect the interests of our shareholders and other stakeholders.

This Report describes our corporate governance practices, with reference to the principles set out in the revised Code of Corporate Governance issued by the Monetary Authority of Singapore on 6 August 2018 ("Code 2018"), for the financial year ended 31 December 2021 ("FY2021").

Our Company has complied with the principles and provisions as set out in the Code 2018 for FY2021 in all material respects, except as specifically stated. Where our Company's practices vary from any provisions of the Code 2018, these variations are identified together with an explanation of the reason for the variation and an explanation on how the practices which our Company has adopted are consistent with the intent of the relevant principle.

CORPORATE GOVERNANCE FRAMEWORK

(A) Board Matters

Principle 1 : Board's Conduct of its Affairs

Our Board is collectively responsible for, and works with Management to achieve, the long-term success of our Company and value creation for our shareholders. Our Board is responsible for guiding our overall strategic direction, corporate governance, setting organisational culture and providing oversight in the proper conduct of our businesses. Our Board supervises the achievements of Management's performance targets which align the interests of our Board and Management with that of the shareholders, whilst balancing the interests of all shareholders.

The Board also sets the tone for the Group in respect of organisational culture and values, and ensures proper accountability within the Group. Our Company has in place an internal code of business conduct and ethics ("Code of Business Conduct and Ethics") which sets out the professional and ethical framework to guide our behaviour and within which business decisions should be made at our Company. Please also refer to the sections “Whistleblowing Policy” and “Anti-Corruption Policy” on page 50 for further information.

Our Board meets regularly to review our key activities and business strategies. Regular Board Meetings are held quarterly to deliberate on strategic matters and policies including significant acquisitions and disposals, the annual budget, review the performance of the business and approve the release of the first quarter and third quarter business updates and half-year and full-year financial results. Where necessary, we convene additional Board sessions to address significant transactions or developments. Where a physical Board meeting is not possible, timely communication with members of our Board is effected through electronic means, which include electronic mail, teleconference and/or videoconference. Our Constitution provides for Directors to participate in meetings by teleconference or videoconference. Where necessary, Management will arrange to brief each Director, before seeking our Board's approval.

Unless delegated, all transactions of our Company are approved by our Board. Material items that require Board approval include the following:

  • Strategic direction of our Company and our subsidiaries ("Group")
  • Corporate strategies and policies
  • Annual operating and capital budgets of our Group
  • Release of business performance updates for first and third quarters
  • Release of half-year and full-year financial result
  • Annual report and financial statements
  • Convening of shareholders' meetings
  • Recommendations of dividend payments and other distributions to shareholders
  • Issue of shares
  • Material acquisitions and disposals of assets
  • Capital and operating expenditure above specified limits
  • Investments and divestments above specified limits
  • Interested person transactions
  • Board assurance framework
  • Banking facilities
  • Sustainability reporting

All Directors are required to act objectively in the best interests of our Company as fiduciaries at all times. Consistent with this principle, any Director who has an interest or relationship that is likely to interfere or impact on his/her independence or conflict with a subject under discussion or consideration by our Board is required to immediately declare his/her interest or relationship or conflict and, if required by our Board, abstain from participation in further discussion and/or voting on the matter.

Access to information

We recognise the importance of the provision of complete, adequate and timely information relating to our Group to our Board in order to enable our Directors to make informed decisions and discharge their duties and responsibilities. Management provides our Board members with monthly business and financial reports that include updates on our key operational activities and financial performance, a comparison of our actual performance with budget, and highlighting key business indicators and major issues that are relevant to our performance, position and prospects. The monthly flow of information and reports allows our Directors to make informed decisions and also to keep abreast of key challenges and opportunities between our Board meetings.

The agenda and Board papers for Board Meetings are circulated to our Directors prior to the Board Meetings to facilitate review and preparation for the Board Meetings. During the quarterly Board Meetings, Management will typically provide our Board with an update on our Group's business and operations in the relevant quarter and the financial performance for that quarter, and any other significant matters or issues that may have arisen. This provides our Board with continuous oversight of the progress of our business and financial performance throughout the financial year, and also an opportunity for active engagement between our Board and Management.

Aside from Board Meetings, frequent dialogue takes place between Management and members of our Board, and our President & Chief Executive Officer ("President & CEO") encourages all Directors to interact directly with all members of our Management team.

Our Board has separate and independent access to our Senior Management and the Company Secretary at all times and are free to conduct independent or collective discussions with Management and the Company Secretary and seek independent professional advice, if necessary, on any area of interest or concern. The appointment and removal of the Company Secretary are subject to the approval of the Board.

Board committees

Our Board has established an Executive Committee ("EC"") to oversee major business and operational matters. Our EC comprises Ronald Seah Lim Siang, Stephen Geoffrey Miller, Ho Koon Lian Irene and Lim Chai Hock Clive. Management regularly consults and updates our EC on all major business and operational issues.

Our Board is also supported by other Board committees which are delegated with specific responsibilities, being the Audit Committee ("AC"), the Nominating Committee ("NC") and the Remuneration Committee ("RC"). Each of these Board committees has its own terms of reference that set out its authority and duties. A description of, among other things, the composition and activities of the Board committees is set out under "Principle 4: Board Membership" and "Principle 5: Board Performance" (in respect of the Nominating Committee), "Principle 6: Procedures for Developing Remuneration Policies" and "Principle 7: Level and Mix of Remuneration" (in respect of the Remuneration Committee), and "Principle 9: Risk Management and Internal Controls" and “Principle 10: Audit Committee" (in respect of the Audit Committee) of this Report.

Delegation of authority

Our Board, upon the recommendation of our AC, has adopted a comprehensive set of internal controls, which sets out the authority and approval limits for capital and operating expenditure, investments and divestments, bank borrowings and cheque signatories arrangements at Board level. Authority and approval sub-limits are also provided at Management levels to facilitate operational efficiency.

Understanding of Directors' roles

Our Board implements measures with a view to ensuring that both newly appointed as well as existing Directors are familiar with our Group's business and operations as well as their duties and responsibilities as directors.

In relation to new Directors, our practice is to issue a letter of appointment setting out their duties and obligations as executive directors, non-executive directors or independent directors (as the case may be) upon their appointment. New Directors are given briefings by Management on the business activities of our Group and its strategic directions. New Directors are also given manuals containing, among others, relevant information on our Group and information about their statutory and other responsibilities as Directors. Unless the Nominating Committee assesses that training is not required for a newly appointed Director because he or she has other relevant experience (which basis of assessment will be disclosed in accordance with the SGX-ST Listing Manual ("Listing Manual")), newly appointed Directors who have no prior experience as directors of a listed company will also be required to attend relevant training as prescribed by the Listing Manual.

On an ongoing basis, our Board as a whole is kept up-to-date on pertinent developments in our Group's business and operations, as well as the industry and legal and regulatory environment in which our Group operates. In particular, Management monitors changes to regulations and accounting standards closely. Updates and briefings on regulatory requirements are conducted either during Board sessions or by circulation of papers. Directors are also encouraged to attend seminars and training (including those conducted by Singapore Institute of Directors ("SID") in conjunction with SGX-ST) that may be relevant to their responsibilities and duties as directors, at our Company's cost, to continually develop and refresh their professional knowledge and skills and to keep themselves abreast of relevant developments in our Group's business and the regulatory and industry-specific environments in which our Group operates. This enables our Directors to serve effectively and contribute to our Board. Our Directors are regularly provided with a list of upcoming seminars and trainings conducted by the SID and/or SGX-ST.

Pursuant to Rule 720(7) of the Listing Manual which came into effect on 1 January 2022, we will arrange for all existing Directors to undergo training on sustainability matters as prescribed by SGX-ST.

Principle 2: Board Composition and Guidance

Board composition

To be effective, we believe our Board should comprise a majority of Non-Executive Directors independent of Management, with the right core competencies and appropriate balance and diversity of skills, knowledge and experience and other aspects of diversity, such as gender and age, from time to time determined by the Board to enable them to contribute effectively.

Our Board currently comprises seven (7) Directors, all of whom are Non-Executive Directors and independent of Management. Our Board comprises a majority of Independent Directors, namely Ronald Seah Lim Siang, Tang Yew Kay Jackson, Cheah Sui Ling and Yeo Siew Chye Stephen. The Chairman of our Board, Ronald Seah Lim Siang, is also an Independent Director. Our Board is able to exercise objective judgement on corporate affairs independently, in particular, from Management. This helps to ensure a strong element of independence in all our Board's deliberations.

Board independence

As noted above, our Board comprises all Non-Executive Directors, out of which a majority are Independent Directors, i.e. Ronald Seah Lim Siang, Tang Yew Kay Jackson, Cheah Sui Ling and Yeo Siew Chye Stephen. Our Board is led by our Chairman, Ronald Seah Lim Siang, who is also an Independent Director. Our Board is able to exercise objective judgement on corporate affairs independently, in particular, from Management. This helps to ensure a strong element of independence in all our Board's deliberations.

Our Board, taking into account the views of our NC, assesses the independence of each Director annually in accordance with the guidance in the Code 2018 and Practice Guidance dated 1 July 2021. Based on such assessment, and taking into account the guidance in the Code 2018 and the Practice Guidance dated 1 July 2021, our Board has determined that Ronald Seah Lim Siang, Tang Yew Kay Jackson, Cheah Sui Ling and Yeo Siew Chye Stephen are independent.

Please see further the section under the heading "Assessment of Independence" under "Principle 4: Board Membership".

Board diversity

We recognise the benefits of diversity in terms of skills, knowledge and experience, as well as broader aspects of diversity such as gender and age, and believe that an appropriate balance of diversity will raise the level of Board discussions, enhance the decision making process and better support our Company in achieving our strategic objectives. Although we have not formally adopted a diversity policy, our Board has implemented a framework for assessing Board performance and diversity. Pursuant to Rule 710A, our Board will be looking to formally adopt a diversity policy to set out our policy in promoting diversity on our Board. The diversity policy will be disclosed in the next Annual Report for FY2022.

Our Board comprises three (3) Non-Executive Directors and four (4) Independent Directors. Our Directors are business leaders and professionals of high calibre and integrity, collectively with a broad range of core competencies and experience in enterprise and banking, accounting and finance, investment, risk management, regulatory, technology, business and industry knowledge, management and strategic planning experience. Our Board currently includes two (2) female Directors, one of whom serves as a member of our EC and both of whom serve as members of our AC. Our Directors have varying age profiles ranging from 50s to 70s, and have served on our Board for varying tenures. As part of Board renewal, our Board had appointed two (2) new Independent Directors in June 2020.

The profiles of each Director are found on pages 8 to 12 of this Annual Report.

The composition of our Board enables Management to benefit from an outside diverse and objective perspective of issues that are brought before our Board. It also enables our Board to interact and work with Management through a robust exchange of ideas and views to help shape strategic directions. This, coupled with a clear separation of the role of our Chairman and our President & CEO, provides a healthy professional relationship between our Board and Management, with clarity of roles and robust oversight. In addition, our Non-Executive Directors and Independent Directors also meet separately without the presence of Management as and when the need arises, and the chairman of such meetings will provide feedback to the Board and/or Chairman as appropriate.

Principle 3: Chairman and President & Chief Executive Officer

We believe there should be a clear separation of the roles and responsibilities between our Chairman and the President & CEO. Our Chairman and the President & CEO are separate persons and are not related to each other in order to maintain an effective balance of power, increased accountability and greater capacity of our Board for independent decision making.

Our Chairman is Ronald Seah Lim Siang, an Independent Non-Executive Director. Our Chairman leads our Board and ensures that our Board members work together with Management, with the capability and moral authority to engage and contribute effectively and constructively on various matters, including strategic issues and business planning processes.

Our President & CEO, Lim Shuh Moh Vincent, is charged with full executive responsibility for the running of our businesses, making operational decisions and implementing business directions, strategies and policies. Our President & CEO is supported on major business and operational issues by the oversight of our EC.

Our Board is not required to have, and does not have, a lead independent director as our Chairman is an Independent Director.

Principle 4: Board Membership

Board and Board committees

We believe that Board renewal must be an ongoing process, to ensure good governance, and maintain relevance to the changing needs of our Company and business. As required by our Constitution, our Directors are subject to retirement and re-election by shareholders as part of the Board renewal process. Nominations and election of Board members are the prerogatives and rights of all our shareholders.

In carrying out its functions, our Board is supported by key Board committees, namely the AC, the RC, the NC and the EC. Each of our Board committees has been established with clear charters setting out their respective areas of authority, terms of reference and committee procedures. Other Board committees can be formed from time to time to look into specific areas as and when the need arises. Membership in the different committees is carefully managed to ensure that there is equitable distribution of responsibilities amongst Board members, to maximise the effectiveness of our Board and foster active participation and contribution from Board members. Diversity of experiences and appropriate skills are also considered, along with the need to ensure appropriate checks and balances between the different Board committees.

Details of frequency and participation at our Board, AC, RC, NC, EC and general meetings for FY2021 are set out in Table 1.

Table 1: FY2021 - Directors' Attendance at Board, Board Committees and Annual General Meetings
Director Board Audit Committee Remuneration Committee Nominating Committee Executive Committee Annual General Meeting
No. of Meetings Held No. of Meetings Attended (% Attendance) No. of Meetings Held No. of Meetings Attended (% Attendance) No. of Meetings Held No. of Meetings Attended (% Attendance) No. of Meetings Held No. of Meetings Attended (% Attendance) No. of Meetings Held No. of Meetings Attended (% Attendance) No. of Meetings Held No. of Meetings Attended (% Attendance)
Ronald Seah Lim Siang(1) 4 4 (100%) NA NA 1 1 (100%) 1 1 (100%) 0 1 1 (100%)
Stephen Geoffrey Miller(2) 4 4 (100%) NA NA 1 1 (100%) 1 1 (100%) 0 - 1 1 (100%)
Tang Yew Kay Jackson(3) 4 4 (100%) 4 4 (100%) NA NA 1 1 (100%) NA NA 1 1 (100%)
Cheah Sui Ling(4) 4 3 (75%) 4 4 (100%) NA NA NA NA NA NA 1 1 (100%)
Yeo Siew Chye Stephen(5) 4 4 (100%) NA NA 1 1 (100%) NA NA NA NA 1 1 (100%)
Ho Koon Lian Irene(6) 4 4 (100%) 4 4 (100%) NA NA NA NA 0 - 1 1 (100%)
Lim Chai Hock Clive 4 4 (100%) NA NA NA NA NA NA 0 1 1 (100%)

Nominating Committee

Our NC is chaired by an Independent Non-Executive Director, Ronald Seah Lim Siang, and also comprises Tang Yew Kay Jackson (Independent Non-Executive Director) and Stephen Geoffrey Miller (Non-Executive Director). The members of our NC are all Non-Executive Directors, a majority of whom (including the Chairman) are Independent Directors.

Our NC's responsibilities include:

  1. recommendations to our Board on the selection, appointment and re-appointment of our Company’s Directors;
  2. determining the independence of a Director on an annual basis;
  3. deciding how our Board’s performance and the performance of the Chairman, Board committees and each individual Directors are to be evaluated;
  4. recommendations to our Board on the review of board succession plans for Directors and Key Management Personnel (defined as the President & CEO and other persons having authority and responsibility for planning, directing and controlling the activities of our Company); and
  5. recommendations to our Board on training and professional development programs for our Board.

Selection, appointment and re-appointment of Directors

In proposing candidates for appointment as new Directors or existing Directors for re-election pursuant to their retirement by rotation, our NC considers several factors, including the composition, the diversity and the need for progressive renewal of our Board, each candidate’s competencies, commitment, contribution and performance (including attendance, preparedness, participation and candour) and potential conflicts of interest. This ensures that the Board composition reflects an appropriate mix having regard to skills, experience, expertise, diversity and independence, which enables our Board to stay engaged and agile in meeting the needs of our Group.

In relation to the appointment of a new Director, potential candidates may be proposed by existing Directors, Management or through third-party referrals. External consultants are engaged to assist with the selection process, if necessary. Our NC will carefully evaluate each potential candidate and such evaluation will, where appropriate, extend to whether he or she has fully discharged his or her duties and obligations during his or her previous directorship of any listed company, has previously served on the board of any company with an adverse track record or a history of irregularities, has been under investigation by any professional association or regulatory authority, or has resigned from the board of any such company for any reason that may cast doubt on his or her ability to act as a Director.

Our Constitution requires one-third of our Directors to retire and subject themselves to re-election by shareholders at every annual general meeting ("AGM") ("one-third rotation rule"). In other words, no Director stays in office for more than three (3) years without being re-elected by our shareholders.

In addition, a newly-appointed Director is required to submit himself or herself for retirement and re-election at the AGM immediately following his/her appointment. Thereafter, he or she is subject to the one-third rotation rule

Assessment of independence

Our Board, taking into account the views of our NC, assesses the independence of each Director annually in accordance with the guidance in the Code 2018 and Practice Guidance dated 1 July 2021 ("Practice Guidance"). In accordance with the Code 2018, a Director is considered independent if he or she is independent in conduct, character and judgement, and has no relationship with our Company, our related corporations, our substantial shareholders or our officers that could interfere, or be reasonably perceived to interfere, with the exercise of his or her independent business judgement in the best interests of our Company.

Our Board and our NC also take into account the existence of relationships or circumstances, including those identified by the Practice Guidance and the Listing Manual, in assessing the independence of a Director. Such relationships or circumstances include the employment of a Director by our Company or any of our related corporations during the financial year in question or in any of the previous three (3) financial years, a Director being on our Board for an aggregate period of more than nine (9) years, the acceptance by a Director of any significant compensation from our Company or any of our subsidiaries for the provision of services during the financial year in question or the previous financial year, other than compensation for board service, and a Director being related to any organisation to which our Company or any of our subsidiaries made, or from which our Company or any of our subsidiaries received, significant payments or material services during the financial year in question or the previous financial year.

To facilitate the assessment of the independence of our Directors, each Director is required to promptly disclose to our Board any relationship or change in circumstances which may lead to his status as an Independent Director being affected.

Based on the declarations of independence provided by our Directors and taking into account the guidance in the Code 2018 and the Practice Guidance, our Board has determined that Ronald Seah Lim Siang, Tang Yew Kay Jackson, Cheah Sui Ling and Yeo Siew Chye Stephen are independent.

One of our Independent Directors, Ronald Seah Lim Siang, has declared that he and his brother, Peter Seah Lim Huat, are both directors in related corporations of our Company which have business transactions with our Group. Ronald Seah Lim Siang continues to demonstrate strong independence in character and judgement in the discharge of his responsibilities as a Director on our Board. He has continued to express his individual view points, debated issues and objectively scrutinised and challenged Management. After taking into account the views of our NC, our Board is of the view that Ronald Seah Lim Siang remains independent in his exercise of Board duties.

Ronald Seah Lim Siang and Tang Yew Kay Jackson have served on our Board for more than nine (9) years. Pursuant to Rule 210(5)(d)(iii), the re-appointment of each of Ronald Seah Lim Siang and Tang Yew Kay Jackson as Directors had already been approved by shareholders in compliance with the two-tier voting requirement at the AGM held on 28 April 2021. In view of the foregoing, and for the reasons disclosed in the Annual Report in respect of FY2021, our Board considers Ronald Seah Lim Siang and Tang Yew Kay Jackson to be independent. Each of Ronald Seah Lim Siang and Tang Yew Kay Jackson will continue to serve as an Independent Director until the earlier of (a) the retirement or resignation of Ronald Seah Lim Siang and Tang Yew Kay Jackson (as the case may be); and (b) the conclusion of the third AGM following the 2021 AGM. Apart from Ronald Seah Lim Siang and Tang Yew Kay Jackson, there are no other Independent Directors who have served on our Board for more than nine (9) years.

Assessment of Directors' Commitment

Our Nominating Committee assesses annually whether a Director is able to and has been adequately carrying out his or her duties and responsibilities as a Director and, in particular, whether a director who serves on multiple boards is able to commit the necessary time and attention to serve on our Board. In this regard, our NC has established an internal guideline that (a) a Director holding a full time position should not be a director of more than four (4) listed companies; and (b) a “professional” Director should not be a director of more than six (6) listed companies. However, our NC recognises that the individual circumstances and capacity of each Director are different and there may be circumstances in which a different limit on board appointments is appropriate. As such, our NC has the discretion to deviate from this guideline on a case-by-case assessment.

The directorships of our Directors in other listed companies and their principal commitments are set out in their respective profiles on pages 8 to 12 of this Annual Report. All of our Directors currently fall within the internal guideline in terms of directorships in other listed companies.

Our NC is of the view that, during FY2021, our Directors have devoted sufficient time and attention to the affairs of our Company and have been able to discharge their duties and responsibilities as Directors effectively. Our NC has also reviewed and is satisfied that none of our Directors held such a significant number of listed company directorships and other principal commitments as to potentially affect their ability to serve on our Board and, in particular, that those Directors who hold multiple listed company directorships and other principal commitments have devoted sufficient time and attention to the affairs of our Company and adequately discharged their duties and responsibilities as Directors during FY2021.

Principle 5: Board Performance

We believe that Board performance is ultimately reflected in our business performance. Our Board should ensure compliance with applicable laws and all Board members should act in good faith, with due diligence and care, in our best interests and the best interests of our shareholders.

Our Board, through the delegation of its authority to the NC, has used its best efforts to ensure that our Directors are equipped with the necessary background, experience and expertise in technology, business, finance and management skills to make valuable contributions and that each Director brings to our Board an independent and objective perspective to enable balanced and well-considered decisions to be made.

Our NC has implemented a framework for assessing Board performance and diversity, and undertakes regular reviews of the performance and diversity of our Board, our Chairman, our committees and each individual Director, with inputs from our other Board members. The results of the Board appraisal exercise, which is conducted at least once annually, are circulated to all Directors for information and feedback. The information gleaned from the completed Board appraisal exercise(s) are taken into consideration by our NC, in determining whether there are any changes needed to the appraisal system, prior to the commencement of the next Board appraisal cycle.

 

 

(B) Remuneration Matters

Principle 6: Procedures for Developing Remuneration Policies

Principle 7: Level and Mix of Remuneration

Principle 8: Disclosure on Remuneration

Remuneration Committee

We believe that a framework of remuneration for our senior Management and key staff should not be taken in isolation. It should be linked to the development of our senior Management and key staff to ensure that there is a continual development of talent and renewal of strong and sound leadership for our continued success. For this reason, our RC oversees the compensation package for our senior Management and key staff.

Our RC is responsible for reviewing cash and long-term incentive compensation policies for our President & CEO, Senior Management and key staff. Our RC is chaired by an Independent Non-Executive Director, Ronald Seah Lim Siang, and also comprises Yeo Siew Chye Stephen (Independent Non-Executive Director) and Stephen Geoffrey Miller (Non-Executive Director). The members of our RC (including the Chairman) are all Non-Executive Directors, a majority of whom (including the Chairman) are Independent Directors. From time to time, we may co-opt an outside member into our RC to provide additional perspectives on talent management and remuneration practices.

Our RC has access to expert professional advice on human resource matters whenever there is a need to consult externally. Aon Hewitt Singapore Pte. Ltd. (“Aon") was appointed to provide professional advice on certain human resource matters. Aon only provides human resource consulting services to the Company and has no other relationships with the Company. In its deliberations, our RC takes into consideration industry practices and norms in compensation. Our President & CEO is not present during the discussions relating to his own compensation, and terms and conditions of service, and the review of his performance. However, our President & CEO will be in attendance when our RC discusses the policies and compensations of our senior Management and key staff, as well as major compensation and incentive policies such as share options, stock purchase schemes, framework for bonus, staff salary and other incentive schemes.

All decisions at any RC meeting are decided by a majority of votes of RC members present and voting (the decision of the RC shall at all times exclude the vote, approval or recommendation of any member having a conflict of interest in the subject matter under consideration).

The RC is guided by its terms of reference which are aligned with requirements under the Code 2018.

Our RC’s responsibilities include:

  1. reviewing and recommending to the Board the cash and long-term incentive compensation policies and framework and fee schedule for Directors and Key Management Personnel of the Company;
  2. administering and reviewing any proposed amendments to the TeleChoice Restricted Share Plan, the TeleChoice Performance Share Plan and such other similar share schemes or plans that may be adopted by the Company from time to time;
  3. reviewing and recommending to the Board for approval, on an annual basis, the specific remuneration packages of each Director and the Key Management Personnel of the Company. Where the RC deems appropriate, it may, in consultation with the Chairman of the Board, make the relevant recommendations in respect of the remuneration of Director or Key Management Personnel, to the entire Board for approval; and
  4. undertaking such other reviews and projects as may be requested by the Board and report to the Board its findings from time to time on matters which require the attention of the RC.

The term "Key Management Personnel" shall mean the President & CEO and other persons having authority and responsibility for planning, directing and controlling the activities of the Company.

Executive Remuneration for the President & Chief Executive Officer and Key Management Personnel

Remuneration for Key Management Personnel comprises a fixed component, a variable cash component, a share-based component and benefits-in-kind.

  • A. Fixed Component:

    The Fixed Component comprises the annual base salary, annual wage supplement and monthly allowances.

  • B. Variable Cash Component:

    The Variable Cash Component, including the Performance Bonus and the Discretionary Bonus, is a remuneration component linked to the achievement of annual performance targets for each Key Management Personnel as agreed with the Board at the beginning of each financial year. Performance objectives aligned to the overall business metrics and strategic goals of the Company are cascaded down throughout the organisation through the use of Performance Scorecards, thereby creating greater alignment between the performance of the Company, business units and the individual employees. These performance objectives could be in the form of both quantitative and qualitative measures which are aligned to the Company’s business strategy. In determining the final payout for each Key Management Personnel, the RC considers the overall performance of the Company, funding affordability and individual performance.

  • C. Share-Based Component:

    The aggregate number of new shares to be issued, when aggregated with existing shares (including treasury shares, if any, and cash equivalents) delivered and/or to be delivered pursuant to the TeleChoice Restricted Share Plan (the "TeleChoice RSP") (as amended) and the TeleChoice Performance Share Plan (the "TeleChoice PSP") (as amended) (collectively referred to as the "Share Plans") then in force, shall not exceed fifteen per cent (15%) of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) from time to time. To align the interest of the Key Management Personnel and that of shareholders, the Key Management Personnel are required to retain a certain percentage of shares acquired through the share-based plans, up to the lower of: (1) a percentage of total number of shares acquired under the Share Plans for FY2007 and onwards based on position level; or (2) the number of TeleChoice shares to be retained in order to meet the minimum value, which is set at a percentage of annual base salary based on position level.

    Please refer to the section on Equity Compensation Benefits in the Directors’ Statement on pages 91 to 93 of this Annual Report for the details of the Share Plans as well as awards granted under the Share Plans.

    TeleChoice RSP
    Under the TeleChoice RSP (as amended), conditional awards vest over a three-year period, once the RC is, at its sole discretion, satisfied that the performance and extended service conditions are attained. For RSP grants for 2017 onwards, the total number of shares to be awarded depends on the level of attainment of the individual performance targets.

    TeleChoice PSP
    Under the TeleChoice PSP (as amended), conditional awards of shares are granted. Awards represent the right of a participant to receive fully paid shares upon the participant achieving certain pre-determined performance targets which are set based on corporate objectives aimed at sustaining longer-term growth. After the awards vest, the shares comprised in the awards are issued at the end of the performance and/ or service period once the RC is, at its sole discretion, satisfied that the prescribed performance targets have been achieved. The actual number of shares given will depend on the level of achievement of the prescribed performance targets over the performance period, currently prescribed to be a three-year period. No shares will be delivered if the threshold performance targets are not achieved, while up to 1.5 times the number of shares that are the subject of the award will be delivered if the stretched performance targets are met or exceeded. The performance measures used in the TeleChoice PSP grants are Total Shareholder Return against Cost of Equity Hurdles (i.e. measure of absolute performance), Relative Total Shareholder Return against the FTSE Straits Times All Share Index (i.e. measure of relative performance), and Return on Capital Employed (i.e. measure of capital efficiency). Our Company has attained an achievement factor which is reflective of not meeting the pre-determined target performance levels based on the performance period from FY2019 to FY2021.

  • D. Benefits-In-Kind:

    Benefits provided are comparable with local market practices and include non-cash benefits such as leave, medical benefits and handphones.

In performing the duties as required under its terms of reference, our RC ensures that remuneration paid to the Key Management Personnel is strongly linked to the achievement of business and individual performance targets, industry practices and compensation norms and the need to ensure the continuing development of talents. The performance targets as determined by our RC are set at realistic yet stretched levels each year to motivate a high degree of business performance with emphasis on both short-term and long-term quantifiable objectives. Our RC also considers the tight talent market for Senior Management in setting total compensation levels. Our RC is satisfied that the level and mix of remuneration is appropriate and is aligned with pay-for-performance principles.

Under the Code 2018, the compensation system should take into account the risk policies of the Company, be symmetric with risk outcomes and be sensitive to the time horizon of risks. The RC has reviewed the various compensation risks that may arise and introduced mitigating policies to better manage risk exposures identified. The RC also undertakes periodic reviews of the compensation related risks.

From FY2014, our Company has implemented a contractual “Clawback” provision in the event that an executive Director or Key Management Personnel of our Company engages in fraud or misconduct, which results in restatement of our Company's financial results or a fraud/misconduct resulting in financial loss to our Company. Our Board may pursue to reclaim the unvested components of remuneration from an executive Director or Key Management Personnel from all incentive plans for the relevant period, to the extent such incentive has been earned but not yet released or disbursed. Our Board, taking into account our RC's recommendation, can decide whether and to what extent, such recoupment of the incentive is appropriate, based on the specific facts and circumstances of the case.

Remuneration of Management

Details of remuneration paid to our President & CEO and top four (4) Key Management Personnel for FY2021 are set out in Table 2 below.

Table 2: FY2021 - President & Chief Executive Officer and Top Four (4) Key Management Personnel's Remuneration

Name Fixed Component % Variable Cash Component % Share-Based Component % Benefits-In- Kind % Remuneration Bands(1)
Lim Shuh Moh Vincent 70.8 13.5 14.9 0.8 C
Lee Yoong Kin 81.5 7.5 10.2 0.8 B
Pauline Wong Mae Sum 73.1 17 9.7 0.2 B
Wong Loke Mei 80.7 11 8 0.3 A
Goh Song Puay 80.6 11.3 7.5 0.6 A

Notes:-

  1. Remuneration Bands:
    "A" refers to remuneration between S$250,001 and S$500,000.
    "B" refers to remuneration between S$500,001 and S$750,000.
    "C" refers to remuneration between S$750,001 and S$1,000,000.

For FY2021, the aggregate total remuneration paid to the President & CEO and top four (4) Key Management Personnel (who are not Directors) amounted to approximately $2,621,778.

For competitive reasons, we have disclosed the remuneration of our President & CEO only in bands of $250,000. Our Board notes that this Report has already disclosed the policy and framework for remuneration of Management, including details on the different components of the remuneration. Our Board is of the view that the disclosure of such information, together with disclosure of the remuneration of our President & CEO in bands of $250,000 with a breakdown of the level and mix of the remuneration in the above table, provide shareholders with sufficient insight into the compensation of our President & CEO and is consistent with the intent of Principle 8.

For FY2021, there were no termination, retirement and post-employment benefits granted to Key Management Personnel.

There is no employee who is a Substantial Shareholder, or an immediate family member of a Director or the President & CEO or a Substantial Shareholder, whose remuneration exceeds $100,000 a year.

Remuneration for Non-Executive Directors

We remunerate our Non-Executive Directors with Directors' fees which take into account the nature of their responsibilities. The remuneration structure is based on a scale of basic retainer fees as Director and additional fees for serving on Board Committees as set out in Table 3 below. The Directors' remuneration for FY2021 will be subject to shareholders’ approval at the forthcoming AGM.

Table 3: FY2021 – Scale of Fees

Basic Retainer Fee S$
Board Chairman(1)
Board Member
85,000
42,000
Fee for appointment to the Audit Committee  
Committee Chairman(1)
Committee Member
26,000
20,000
Fee for appointment to the Remuneration Committee  
Committee Chairman(1)
Committee Member
17,000
9,500
Fee for appointment to the Nominating Committee  
Committee Chairman(1)
Committee Member
17,000
7,500

Notes:

  1. Board and Committee Chairman Fee includes Annual Basic Retainer as Board Member or Committee Member (as the case may be).

To align the interests of our Directors to that of our shareholders, Directors who served on our Board during FY2021 (other than Lim Chai Hock Clive, in respect of whom please refer to the paragraph below) will be remunerated as to approximately 70 percent (70%) of his/her total Directors' remuneration in cash and approximately 30 percent (30%) of his/her total Directors' remuneration in the form of a restricted share award pursuant to the TeleChoice RSP (as amended). The number of shares to be awarded will be based on the volume-weighted average price"VWAP") of a share listed on the SGX-ST over the 14 market days commencing on (and including) the first ex-dividend date that immediately follows the date of this AGM (and in the event that no dividend is declared at such last concluded AGM, the VWAP of a share listed on the SGX-ST over the 14 market days commencing after the date of such last concluded AGM). The number of shares to be awarded will be rounded down to the nearest thousand shares, and any residual balance settled in cash. The restricted share awards will consist of the grant of fully paid shares, without any performance or vesting conditions attached. However, in order to encourage alignment of interests of our Directors with the interests of shareholders, a Director is required to hold such number of shares equivalent to at least (i) the prevailing annual basic Board retainer fee, based on the VWAP of a share listed on the SGX-ST over the 14 market days from (and including) the first ex-dividend date (if any) following the date of our Company’s last concluded AGM (and in the event that no dividend is declared at such last concluded AGM, the VWAP of a share listed on the SGX-ST over the 14 market days commencing after the date of such last concluded AGM); or (ii) the total number of shares awarded to that Director under the TeleChoice RSP (as amended) for FY2013 and onwards, whichever is lower. Notwithstanding the foregoing, a Director is permitted to dispose of all of his shares after the first anniversary of the date of his/her cessation as a Director of our Company.

In relation to Lim Chai Hock Clive, it is proposed that the entire amount of his Director’s remuneration for FY2021 be paid to him in cash in full. Lim Chai Hock Clive is a controlling shareholder of our Company, and approval of independent shareholders by way of a separate resolution for the grant of the specific number of share awards to him is required under Rule 853 of the Listing Manual. However, as the number of share awards to be granted to Lim Chai Hock Clive would have been computed only after the date of the AGM (as described above), such number of awards would not be known until after the AGM, and it is therefore not possible to seek approval for the grant of the specific number of share awards to him at the AGM. In view of the difficulties that our Company would face in complying with the Rule 853 of the Listing Manual for the grant of share awards to Lim Chai Hock Clive, our Company is therefore proposing to pay him in cash in full instead.

The following Table 4 shows the total composition of Directors' remuneration for FY2021.

Table 4: FY2021 - Directors' Remuneration

Name Total Directors' Remuneration(1)
Cash-based Share-based Total
Ronald Seah Lim Siang $83,300 $35,700 $119,000
Stephen Geoffrey Miller $41,300(2) $17,700 $59,000
Tang Yew Kay Jackson $52,850 $22,650 $75,500
Cheah Sui Ling $43,400 $18,600 $62,000
Yeo Siew Chye Stephen $36,050 $15,450 $51,500
Ho Koon Lian Irene $43,400(2) $18,600 $62,000
Lim Chai Hock Clive(3) $42,000 - $42,000

Notes:

  1. The aggregate amount of these fees is subject to approval by shareholders at the upcoming AGM for FY2021.
  2. These fees are payable to STT Communications Ltd.
  3. As explained above, Lim Chai Hock Clive will be paid his Director’s remuneration of $42,000 in cash in full.

 

 

(C) Accountability and Audit

Principle 9: Risk Management and Internal Controls

Our Group has in place an Enterprise Risk Management ("ERM") Framework, which governs the process of identification, prioritisation, assessment, management and monitoring of key financial, operational, compliance and IT risks to our Group. The key risks of our Group are deliberated by Management and reported to our AC. Integral to the ERM is a Group-wide system of internal controls.

Our Board, with the advice of our AC, determines our Group's level of risk tolerance and risk policies and our AC oversees Management in the design, implementation and monitoring of the risk management and internal control systems. Our Board and our AC are supported by Management and various independent professional service providers such as external and internal auditors to review the adequacy and effectiveness of our Group’s risk management and internal controls systems.

Our Board, with the concurrence of our AC, commented that our Group's internal controls and risk management systems are adequate and effective in addressing the financial, operational, compliance and IT risks of our Group. Our Board acknowledges that it is responsible for our Group's overall risk management and internal control system framework, but recognises that there is no system that will preclude all errors and irregularities, as a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material misstatement or loss.

The Board has received the following assurances from:

  1. the President and the Chief Financial Officer (“CFO") that the financial records have been properly maintained and the financial statements give a true and fair view of the Group's operations and finances; and
  2. the President & CEO and other relevant Key Management Personnel that the Group's risk management and internal control systems are effective and adequate.

Principle 10: Audit Committee

Audit Committee

Our AC consists of three (3) Non-Executive Directors, two of whom including the Chairman are Independent Directors. The AC members are Tang Yew Kay Jackson as Chairman, Cheah Sui Ling and Ho Koon Lian Irene. Our AC members bring with them invaluable professional and managerial expertise in the accounting and financial sectors.

Our AC’s responsibilities include reviewing our annual audit plan, internal audit processes, the adequacy and effectiveness of internal controls and Interested Person Transactions for which there is a shareholders’ mandate renewable annually. In addition, our AC is also responsible for overseeing our Group’s risk management framework and policies, including advising our Board on our Group’s overall risk tolerance and policies; overseeing Management on the design, implementation and monitoring of the risk management and internal control systems; and reviewing the adequacy and effectiveness of our Group’s risk management and internal control systems. Major identified risk categories include strategic, operational, market, compliance and information technology risks. The risk management processes are tailored to address these categories of risks.

The AC is supported by Senior Management representatives who:–

  1. oversee and ensure that our risk management policies are adequate and remain effective;
  2. conduct regular reviews to ensure that our business units and key functions adequately prioritise and address risk management issues; and
  3. prepare regular updates on risk management issues for the AC.

Our AC has separate and independent access to the external and internal auditors, without the presence of our President & CEO and other senior Management members, in order to have free and unfettered access to information that our AC may require.

Our AC has full authority to commission and review findings of internal investigations into matters where there is any suspected fraud or irregularity or failure of internal controls or violation of any law likely to have a material impact on our operating results. Our AC is also authorised to investigate any matter within its charter with the full cooperation of Management. Our AC reviews and approves the half-yearly and annual financial statements and the appointment and re-appointment of the external and internal auditors before recommending them to the Board for approval.

In 2021, our AC held four (4) meetings and met with the external and internal auditors without the presence of Management, at least once during the year, to discuss matters it believes should be raised privately.

External auditors

Our Board is responsible for the initial appointment of the external auditors. Shareholders then approve the appointment at the AGM of our Company. The external auditors hold office until its removal or resignation. Our AC assesses the external auditors based on the requirements of the Listing Manual as well as other factors such as the performance and quality of its audit and the independence and objectivity of the auditors, and recommends its appointment to our Board.

Our AC reviews the nature and extent of non-audit services, if any, provided by the external auditors during the year to assess the external auditors' independence, adequacy and effectiveness. For details of fees payable to the auditors in respect of audit and non-audit services, please refer to Note 25 of the financial statements on page 156 of this Annual Report. Having been satisfied that the independence of the external auditors is not impaired by their provision of non-audit services, and that Rules 712 and 715 of the Listing Manual have been complied with, the AC has recommended to the Board that KPMG LLP be nominated for re-appointment as the external auditors at the next AGM. To further maintain the independence of KPMG LLP, the AC ensures that the audit partner in-charge of the Group is rotated every five years. The audit partner in-charge was last rotated for the financial year ended 31 December 2019. None of the Directors (including the AC members) or senior Management is or has in the past two years been a former partner, director or employee of the Group's external auditors.

Financial Reporting

The AC reviewed the draft financial statements and half-year results before recommending their approval to our Board. As part of this review, our AC considered significant accounting policies, estimates and significant judgements. Our AC also reviewed reports on findings from internal and external audits.

The key audit matters (“KAM") in relation to the financial statements considered by the AC and how these were addressed are summarised as follows:–

KAM AC commentary
Impairment assessment of goodwill

The annual impairment of goodwill testing is considered to be a key audit matter as significant judgement is required to determine the assumptions to be used to estimate the recoverable amount. The recoverable amount of the cash generating units (“CGUs"), which is based on the higher of the value in use or fair value less costs to sell, has been derived from discounted cash flow models. These models are based on several key assumptions, including estimates of long term revenue growth rates, operating profit margins and discount rates.

The AC considered the goodwill impairment analysis provided by Management and the views of the external auditors on this issue.

The AC reviewed and challenged the key assumptions used in Management's calculations including revenue growth rates, operating profit margins and the discount rates. In its view, the AC also considered reports on forecasts for 2021 to 2023 prepared by Management, firm commitments secured from customers and pipelines, as well as the level of headroom in the value in use model prepared by Management.

The AC considered the sensitivity analysis undertaken by Management and the external auditors and the impact on the headroom.

On the basis of these reviews, the AC agreed with Management that no impairment on goodwill was necessary as at 31 December 2021.
Valuation of inventories

The valuation of inventory and the inventory allowance involves subjective estimates and are influenced by assumptions concerning future demand and sales prices.
The AC reviewed and challenged the basis used by Management in estimating the inventory allowance required for slow moving inventory.

The AC considered the nature and extent of the work performed by external auditors in ascertaining the adequacy of inventory allowance.

The AC also reviewed reports from the Company’s internal auditors on inventory valuation.

On the basis of these reviews, the AC agreed with Management that the Group’s inventory allowance was adequate for the financial year ended 31 December 2021.

Revenue recognition

Significant judgement is required in determining the stage of completion used for long term projects and for bundled contracts, appropriate allocation of contract value to the different performance obligation is crucial for proper revenue recognition.

The AC reviewed the revenue recognition policies of the Group's various revenue streams and considered them to be appropriate.

The AC considered the nature and extent of the work performed by external auditors in ascertaining appropriateness of the Group's revenue recognition policies.

The AC also reviewed reports from the Company's internal auditors in relation to work performed on revenue recognition.

On the basis of these reviews, the AC concluded that the positions and judgements taken by Management reasonably reflected the extent of the work done and the revenue to be recognised.

All of the matters considered above were discussed with the President & CEO and the CFO and the external auditors. Our AC was satisfied that each of the matters set out above have been appropriately tested and reviewed by the external auditors and the disclosures relating to each of these matters made in the financial statements were appropriate.

Internal Auditors

The internal audit function of our Group is carried out by the internal auditors, Ernst & Young Advisory Pte. Ltd., an independent firm. The internal auditors are guided by the Standards for Professional Practice of Internal Auditing, prescribed by the Institute of Internal Auditors.

The AC conducts a review of the adequacy, effectiveness, scope and independence of the internal audit function annually to ensure that the internal auditors have direct and unrestricted access to the Chairman of our Board and our AC and that our Group maintains an effective internal audit function that is adequately staffed and independent of the audited activities. Our AC is satisfied that the internal audit function is independent, effective and adequately resourced to perform its functions effectively.

The internal auditors report functionally to our AC and administratively to the President & CEO and the CFO. Our AC approves the appointment, termination and remuneration of the internal auditors.

The primary role of the internal audit function is to help to evaluate the adequacy and effectiveness of our Group's controls and compliance processes. Our Group's internal audit approach is aligned with our Group's Risk Management Framework by focusing on key financial and compliance risks. The annual internal audit plan is established in consultation with, but independent of, Management. The annual internal audit plan is then reviewed and approved by our AC. All internal audit findings, recommendations and status of remediation, are circulated to our AC, the President & CEO and relevant Senior Management every quarter.

The internal auditors present the internal audit findings to our AC each quarter. Our AC meets with the internal auditors at least once a year, without the presence of Management. The internal auditors have unfettered access to all our Group's documents, records, properties and personnel, including access to our AC, and has appropriate standing within our Group.

 

 

(D) Shareholders Rights and Engagement

Principle 11: Shareholder Rights and Conduct of General Meetings

Principle 12: Engagement with Shareholders

Principle 13: Engagement with Stakeholders

TeleChoice respects and upholds shareholders' rights to be treated fairly and equally. We uphold and promote the right of shareholders to be sufficiently informed in a timely manner of corporate developments, undertakings and events that impact the Company or our business and shareholder interests. We also engage shareholders through various communication channels consistently.

Shareholder Rights and Conduct of General Meetings

The Company is committed to ensuring that material information is disclosed in compliance with the Listing Manual, the Code 2018 and the Practice Guidance on an adequate, accurate and timely basis to facilitate shareholders' ability to make informed investment decisions.

Our Company also supports the Code 2018's principle to encourage greater shareholders' participation at general meetings. Separate resolutions are proposed on each separate issue at our general meetings. To enhance transparency in the voting process, the Company has implemented poll voting for all resolutions tabled at our general meetings. A registered shareholder who is not a relevant intermediary may appoint not more than two (2) proxies to attend and vote at our general meetings. A registered shareholder who is a relevant intermediary may appoint more than two (2) proxies to attend and vote at our general meetings, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such shareholder. Our Constitution also confers on our Directors the discretion to approve and implement, subject to appropriate security measures, such voting methods to allow members who are unable to vote in person at any general meetings the option to vote in absentia, including by mail, electronic mail or facsimile. Our Company has not implemented voting in absentia by mail, electronic mail or facsimile due to concerns relating to the authentication of shareholder identity and other related security and integrity issues.

Shareholders are given the opportunity at our general meetings to share their view and raise queries to our Directors and Senior Management on matters relating to our Company and our operations. All Directors together with Senior Management attend our general meetings, and the external auditors are also invited to be present at our general meetings to assist in answering questions from our shareholders relating to the conduct of the audit and the preparation and content of the auditors' report. The company secretary prepares minutes of our general meetings, which capture the essence of the comments or queries from meeting attendees and responses from our Board and Senior Management. The results showing the number of votes cast for and against each resolution and the respective percentages are announced via SGXNET on the same day of the general meeting. Minutes of general meetings are made available on SGXNET and on our Company's website, http://www.telechoice.com.sg.

In FY2021, arising from the COVID-19 situation and in accordance with the various legislative measures passed and implemented to allow alternative arrangements for general meetings of companies, the annual general meeting ("AGM") was convened and held by electronic means. Shareholders were afforded the opportunity to participate by:

  • Observing and/or listening to the AGM proceedings via live audio-visual webcast or live audio-only stream;
  • Submitting questions in advance; and
  • Appointing the Chairman of the AGM as proxy to attend, speak and vote on their behalf at the AGM.

Engagement with Shareholders and Stakeholders

We believe in engaging with shareholders, and analysts and other stakeholders (the “investment community”) consistently. Our Investor Relations ("IR") team is the main intermediary between the Company and our shareholders and the investment community and facilitates effective and regular communication with them. The IR team also keeps the Board and Senior Management apprised of the investment community's views and sentiments

The Company communicates to our shareholders our major corporate and financial announcements, including first quarter and third quarter business updates, half-year and full-year financial results as well as share price or trade sensitive information, press releases, presentations, and distribution of notices via SGXNET and our Company's website which is updated on a regular basis. Both current information and archives of previously announced information can be found on our Company's website. Shareholders and the investment community may also opt to sign up for our IR email alert service available on our Company's website to be kept informed of the latest updates. Shareholders and the investment community may contact the IR team via email at enquiry@telechoice.com.sg who will respond promptly and effectively.

The Company also actively engages our shareholders via AGM and Extraordinary General Meetings (if necessary) and holds analyst briefings following the release of our half-year and full-year financial results. Annual reports and/ or circulars and notices of general meetings are made available to shareholders via electronic communications and/or printed copies. Notices of general meetings are issued to shareholders (including foreign shareholders) at least 14 days prior to the scheduled meetings, providing ample time for shareholders to review the documents ahead of the meetings and appoint their proxies to attend the meetings if they wish. As part of our commitment towards more environmental-friendly and sustainable practices, our annual reports and circulars are available online at our Company's website.

The Company is cognizant of the importance of generating returns to shareholders. Since FY2004, the Board has set a benchmark to propose and pay annual dividends of at least 30% of our annual net profit after tax, subject to the Group's earnings, cash flow and capital requirements. In determining the dividend, the Board balances the need for a satisfactory return to shareholders against the Company's investment requirement to ensure sustainable growth. Any dividend payouts are clearly communicated to shareholders via the financial results and cash dividend announcements through SGXNET and the Company's website.

ADDITIONAL INFORMATION

Dealing in securities

To help ensure compliance with the applicable securities and insider trading laws, including the best practices set out in the Listing Manual, we have adopted and implemented our Guidelines on Dealing in Securities of TeleChoice ("Guidelines"). We send regular compliance notices to all Directors and employees. In accordance with Rule 1207(19) of the Listing Manual, all our Directors and employees are prohibited from dealing in our securities during the period of two (2) weeks before the respective announcement of our first quarter and third quarter business updates, and one (1) month before the announcement of our half-year and full-year financial results. Restrictions are lifted from the date of the announcement of the respective results. Similar dealing restrictions also apply in our Company's acquisition of its securities pursuant to its share purchase mandate. All our Directors and employees, and those of our subsidiaries and associates, are advised not to deal in our securities on short term considerations and are also advised to comply with the Guidelines and observe applicable insider trading laws at all times.

(E) WHISTLEBLOWING POLICY

In line with our commitment to a high standard of internal controls and our zero tolerance approach to fraud, we have put in place a whistle blower policy ("Whistleblowing Policy") providing employees a direct channel to our AC, for reporting misconduct or wrongdoing relating to our Group and its officers, including suspected fraud and possible impropriety in financial reporting, unethical conduct, dishonest practices or other similar matters. Our AC is responsible for overseeing and monitoring whistleblowing pursuant to the Whistleblowing Policy.

We have established a process whereby whistleblowing reports can be sent to our current internal auditor, Ernst & Young Advisory Pte. Ltd. ("EY"), which has been designated as an independent function to channel and escalate all whistleblowing reports to our AC. Upon receipt of any reports, our AC will determine the course of action to take, which may include:

  • conducting its own investigation or review;
  • instruct the relevant members of Management to conduct investigation or review;
  • engage EY to investigate whistleblowing reports made in good faith;
  • report the matter to the authorities if there is reason to believe that a crime has been committed

Based on the results of the relevant investigation or review, our AC will determine what remedial or other action would be appropriate to be taken.

The Whistleblowing Policy aims at encouraging the reporting of misconduct or wrongdoing. The Whitstleblowing Policy provides for the confidentiality of the identity of the whistleblower, and also prohibits any form of discrimination, detrimental or unfair treatment, retaliation and/or harassment against a whistleblower.

The Whistleblowing Policy is available on our intranet and website for easy access by all employees and the public.

Anti-Corruption Policy

To further emphasise the importance of corporate governance, we have introduced an Anti-Corruption Policy in October 2018 which was subsequently updated in November 2021. All new employees are required to read, understand and be assessed on these policies as part of the onboard process. There were no incidents of corruption during this period that has a material impact on our Group's operating results or financial position.

(F) ANTI-CORRUPTION POLICY

1.0 Introduction

1.1 This Policy is established as a commitment on our zero tolerance towards bribery and corruption practices of any kind within TeleChoice International Limited (the “Company” or “TeleChoice”) and its group of companies in Singapore and the region (the “TeleChoice Group”).

1.2 As a company practicing good corporate governance, we do not offer, give, solicit or accept any bribes for any purposes, directly or indirectly, to or from any third party (including any government agencies or private entities).

1.3 While it is the intent of this Policy to provide guidance on our zero tolerance towards bribery and corruption, the Singapore Prevention of Corruption Act, the UK Bribery Act and the United States Foreign Corruption Practices Act as well as the Laws of the relevant countries in which we operate in shall also be fully observed.

1.4 This Policy shall be read in conjunction with the other Policies referenced in this document and other Policies relating to Corporate Governance.

1.5 The Audit Committee of the Company is responsible for administering this Policy.

2.0 Scope of this Policy

2.1 This Policy applies to any act or suspected act of bribery or corruption involving employees, officers, directors, vendors, contractors, business partners of, and any other parties with a business relationship with, any company within the TeleChoice Group.

2.2 Employees, officers and directors of all companies within the TeleChoice Group (collectively, the “TeleChoice Personnel”) are not permitted to engage in any act of bribery or corruption. TeleChoice Personnel are also prohibited from soliciting or accepting any bribes, kickbacks or similar payments.

3.0 Act of Bribery and Corruption

3.1 An act of bribery or corruption includes the offering, giving, soliciting and receiving anything of value to and from any customers, business partners, vendors, investors and any third party (including government agencies) so as to retain business or secure or gain an improper business advantage in any situation.

3.2 Anything of value includes, but not limited to, cash, gifts, favours, entertainment, travel, preferential information, opportunities, sponsorships, and all other things (tangible and intangible) deemed to be of value to the party receiving it.

3.3 Notwithstanding paragraphs 3.1 and 3.2 of this Policy, practice of business courtesies are permissible to build relationship and goodwill which include meals, entertainment and customary festive gifts, provided that such practice of business courtesies (i) do not involve a gift of cash or cash equivalents; (ii) is of a reasonable value that is aligned to industry norms; (iii) the value of which is properly recorded in the books and records of the relevant company within the TeleChoice Group; and (iv) is not intended to secure or gain any improper business advantage.

3.4 The provision of any business courtesies, as well as the reporting requirements, in this Policy apply even if no reimbursement for such expenses is sought from the relevant companies within the TeleChoice Group.

4.0 Awareness and Commitment to Anti-Corruption

4.1 This Policy falls within the framework of Corporate Governance, which is included in the orientation programme that is compulsory for all new hires.

4.2 All TeleChoice Personnel are required to electronically acknowledge or sign the Declaration Form (see attached) to declare their acknowledgement of, and compliance with, this Policy. In addition, this Policy will be sent via email to all staff annually to serve as a reminder for full compliance with this Policy.

4.3 We expect the same level of commitment with respect to anti-bribery and anti-corruption by our vendors, contractors, business partners and any other parties who act on behalf of or who have a business relationship with any companies within the TeleChoice Group. TeleChoice Personnel and other persons acting on behalf of a company within the TeleChoice Group who deal with third parties (including agents and intermediaries) are responsible for taking reasonable precautions to ensure that such third parties conduct their business and affairs legally and ethically and in compliance with this Policy. As the TeleChoice Group carries on business in many different jurisdictions, these precautions will vary depending on the jurisdiction in which the third party operates. Additional precautions will necessarily be required for third parties operating in high-risk jurisdictions. Such precautions may include conducting an integrity due diligence review of a third party and inserting appropriate anti-corruption compliance and audit provisions in the third party’s written contract.

4.4 Appropriate anti-corruption training will be provided to all TeleChoice Personnel.

5.0 Record Keeping

5.1 This Policy requires that all transactions, dispositions and payments involving the company funds and assets are properly and accurately entered into the financials records of the relevant company(s) within the TeleChoice Group on a timely basis.

5.2 All such records are to be made available to internal and external auditors for audits.

5.3 In the event there is an incident relating to a violation or suspected violation of this Policy or investigation in relation to the same, the Company shall keep proper records of all relevant documents, information and statements given in connection with any inquiries or investigations.

6.0 Protection for Whistleblower

6.1 While full compliance with this Policy is expected of all TeleChoice Personnel , it is also the duty of every TeleChoice Personnel to report violations or suspected violations in accordance with the Whistleblowing Policy (CG 1.1) if he/she has a genuine reason to suspect that this Policy has been violated by any party, internal and external.

6.2 Per the Whistleblowing Policy (CG [1.1]), any TeleChoice Personnel who reports any known or suspected violation of this Policy in good faith shall be protected from any discrimination, detrimental or unfair treatment, retaliation and/or harassment.

6.3 TeleChoice does not condone nor tolerate frivolous, mischievous or malicious allegations. Any TeleChoice Personnel making such allegations shall face disciplinary action in accordance with the TeleChoice Group’s disciplinary procedures which could include termination of service.

7.0 Violation of Policy

7.1 Any violation to this Policy is a serious matter.

7.2 In the case of employees violating this Policy, severe disciplinary action shall be taken which may include dismissal and termination of service.

7.3 In the case of external third party violating this Policy, it could result in termination of contracts or business relationship with such third party.

7.4 TeleChoice Group of companies reserve the right to report any violation of this Policy to the relevant authorities and to pursue civil claims against any person involve in any violation of this Policy.