|
|
|
|
 |
| |
 |
| |
Sembcorp aspires to attain the highest standards
of corporate governance. The board and management
recognise that well-defined corporate governance
processes are essential in enhancing corporate
accountability and long-term sustainability and remain
committed to ensuring high standards of corporate
governance to preserve and maximise shareholder value.
In recognition of the company’s continuous
efforts towards excellent financial reporting and
extensive disclosures beyond the minimum regulatory
requirements, we were awarded Gold for Best Annual
Report (for companies with market capitalisation of
S$1 billion and above) at the Singapore Corporate
Awards 2011. We were also named the Most
Transparent Company (Multi-industry /
Conglomerates) at the Securities Investors Association
(Singapore) Investors’ Choice Awards 2011.
This report sets out the company’s corporate
governance processes and activities for the financial
year with reference to the principles set out in the
Singapore Code of Corporate Governance 2005
(Code). The board is pleased to report that the
company has substantially complied with the principles
and guidelines set out in the Code. Deviations from
the Code, if any, are explained under the respective
sections. The company continually reviews and refines
its processes in light of the best practice, consistent
with the needs and the circumstances of the Group.
Sembcorp is led by an effective board comprising
mainly independent non-executive directors. The
board is headed by Ang Kong Hua. He is joined on the
board by Tang Kin Fei, Goh Geok Ling, Evert Henkes,
Bobby Chin Yoke Choong, Margaret Lui, Tan Sri Mohd
Hassan Marican and Tham Kui Seng, who joined the
board on June 1, 2011. Richard Hale, OBE and Lee Suet Fern were also directors of the company until their retirement from the board at the last Annual General Meeting (AGM) held on April 21, 2011.
The fundamental responsibility of the directors is to exercise their independent judgement to act in good faith in what they reasonably believe to be the best interest of the company, for the creation of long-term value for shareholders. The board also
relies on the integrity and due diligence of senior
management, external auditors and advisors to
oversee the Group’s overall performance objectives,
key operational initiatives, financial plans and annual
budget, major investments, divestment and funding
proposals, financial performance reviews, risk
management and corporate governance practices.
To assist the board in the efficient discharge of its
responsibilities and provide independent oversight of
management, several board committees, including
the Executive Committee, Audit Committee,
Executive Resource & Compensation Committee,
Nominating Committee and Risk Committee, have
been established with written Terms of Reference
(TOR). Primarily made up of independent non-executive
directors, each committee makes decisions
on matters within its TOR and applicable limits
of authority, and recommends the course of action
for the board’s consideration on such matters. The
committees’ respective composition, roles and
responsibilities are further explained in this report.
Minutes of board committee meetings are circulated
to the board to keep directors updated on the
activities of each committee. Special purpose
committees are also established as dictated by
business imperatives. For instance, the Technology
Committee, which is not a board committee,
is chaired by Mr Ang to lead the Group in setting
up a framework to better manage existing and new
technologies and research and development activities
relating to the businesses of the Group. More details
about the Technology Committee are explained in
the Sustainability section of this annual report.
The composition of the board committees is
structured to ensure an equitable distribution of
responsibilities among board members, maximise the
effectiveness of the board and foster active participation
and contribution. Diversity of experience and appropriate
skills are considered along with the need to maintain
appropriate checks and balances between the different
committees. Hence, membership of the Executive
Committee (ExCo), with its greater involvement in key
business and executive decisions, and membership of
the Audit and Risk Committees, with their respective
oversight roles, are mutually exclusive.
Board meetings are scheduled on a quarterly
basis to review and approve the release of the
quarterly results and discuss reports by management
on the Group’s financial performance, business
development plans and prospects. A board meeting
is also held at the end of each financial year to
review the Group’s strategy going forward and to
consider and approve the Group’s budget for the
following year. Twice a year, the board also sets aside
time during its scheduled meetings without the
presence of management to discuss management’s
performance. Further board meetings may also be
held to specifically consider other issues arising.
Decisions of the board and board committees may
also be obtained via circular resolutions. A two-day
offsite board and management strategy meeting was
organised in July 2011 to discuss in depth the
strategic issues and direction of the Group. This also
gave non-executive directors a better understanding
of the Group and its businesses, and provided an
opportunity for the non-executive directors to
familiarise themselves with the management team.
To assist directors in planning for their attendance,
board and board committee meetings as well as
the AGM are scheduled one year in advance,
and telephonic attendance and conference via
audio-visual communication are allowed under the
company’s Articles of Association. The company
recognises that to focus on a director’s attendance
at formal meetings alone may lead to a narrow view
of his contribution. Directors’ contributions may be
made in many other forms, such as bringing strategic
relationships to the Group, providing guidance to
management or offering an exchange of views
outside the formal environment of the board or board
committee meetings. Notwithstanding this, the
company encourages active participation at formal
meetings of the board.
The Group has adopted a set of internal controls
and guidelines that set out financial authorisation
and approval limits for borrowings, including off-balance
sheet commitments, investments,
acquisitions, disposals, capital and operating
expenditures, requisitions and expenses. The board
or ExCo approves transactions exceeding certain
threshold limits, while delegating authority for
transactions below those limits to management so
as to facilitate operational efficiency.
The ExCo is chaired by Mr Ang and its members
include Mr Goh, Mr Tang and Mrs Lui, who joined
the ExCo in January 2011.
Within the limits of authority delegated by
the board, the ExCo reviews and approves business
opportunities, strategic investments, divestments,
and major capital and operating expenditures. The
ExCo also evaluates and recommends larger
investments, capital and operating expenditures,
as well as divestments to the board for approval.
Directors are briefed on changes to regulations,
guidelines and accounting standards from time to
time either during board meetings or at specially
convened sessions, including sponsored training
sessions and seminars conducted by external
professionals. Articles and reports relevant to the
Group’s businesses are also circulated to the directors
for information. The company conducts orientation
programmes for newly-appointed directors where
comprehensive presentations on Sembcorp’s strategic plans and direction, financial performance as well as
business activities in the various geographical markets
are given by senior management. In addition, the
Group President & CEO briefs the board at each
meeting on the business and project developments.
A formal letter is also sent to newly-appointed
directors upon their appointment explaining the
Group’s governance policies and practices, as well as
their duties and obligations as directors. The newly-appointed
director also receives an information pack
which contains the Group’s organisation structure,
senior management’s contact details, the company’s
Memorandum & Articles of Association, respective
committees’ TORs, Group Policy relating to disclosure
of interests in securities and prohibition on dealings in
Sembcorp securities, and guidelines on directors’ fees.
Further, facility visits to our subsidiaries’ operation sites
are arranged to provide newly-appointed directors an
understanding of the Group’s business operations.
Existing directors are also invited to participate in such
facility visits and orientation programmes.
The current board comprises eight directors,
of whom six are independent directors. Excluding
the Group President & CEO, all the directors are
non-executive, including the Chairman.
The board members comprise business leaders
and professionals with strong relevant experience in
the Group’s businesses. Best efforts have been made
to ensure that, in addition to contributing their
valuable expertise and insight to board deliberations,
each director brings to the board an independent
and objective perspective to enable balanced and
well-considered decisions to be made. Given that the
majority of the board comprises non-executive
directors who are independent of management and
independent in terms of character and judgement,
objectivity on issues deliberated is assured. For profiles of the directors, please click here.
The Nominating Committee (NC) ensures that the
board maintains at an appropriate size and comprises
members with a balance of skill, attributes, knowledge
and experience. While reviewing the re-appointment
and re-election of directors, the NC also considers the
directors’ other board directorship representations and
ensures that directors have sufficient time to devote to
their duties. Through the delegation of its authority to
the NC, the board has applied its best efforts to ensure
that the directors appointed possess the background,
experience and knowledge in business, finance and
related industries, as well as management skills critical
to the company’s businesses.
The NC is chaired by Mr Ang, who is joined on
the committee by Mr Goh and Mrs Lui. In line with the
Code, Mr Ang is not a substantial shareholder of the
company, nor is he directly associated with Temasek
Holdings, a substantial shareholder of the company.
Every year, the NC reviews the independence
of directors. To this end, each director is required
to complete a Director’s Independence Checklist
on an annual basis to confirm his independence.
The checklist is drawn up based on the assessment
guidelines provided in the Code and further requires
each director to assess whether he considers himself
independent despite not being involved in any of
the relationships identified in the Code. The NC will
then review the checklist completed by each director
to determine whether that director is independent.
For the year under review, with the exception of
Mr Tang, who is Group President & CEO and an
executive director, and Mrs Lui who is the Chief
Operating Officer of Seatown Holdings International,
a related company of Temasek Holdings, the NC has
ascertained that all the other non-executive directors,
including Tan Sri Mohd Hassan Marican who is
appointed a Senior International Advisor of Temasek
International Advisors, a subsidiary of Temasek
Holdings, are independent. The NC believes that
Tan Sri Mohd Hassan Marican is able to exercise
strong independent judgement in his deliberations
and act in the best interest of the company as his
appointment is non-executive in nature and does not
entail involvement in the day-to-day conduct of
Temasek Holdings’ businesses.
The Chairman and the Group President & CEO
are not related to each other. The roles of Chairman
and the Group President & CEO are kept separate to
ensure an appropriate balance of power, increased
accountability and greater capacity of the board for
independent decision making.
The Chairman, who is non-executive, leads and
ensures effective and comprehensive board discussion
on matters brought to the board including strategic
issues as well as business planning. The Chairman
monitors that the board’s decisions are translated into
executive action. The Group President & CEO’s primary
role is to effectively manage the operations of the
Group in accordance with the Group’s strategies and
policies and provide close oversight, guidance, advice
and leadership to senior management.
Sembcorp’s board is periodically reviewed to
ensure strong, independent and sound leadership
for the continuous success of the company and its
businesses. The board also recognises the
contribution of directors who, over time, have
developed deep insights into the Group’s businesses
and exercises its discretion to retain the services
of such directors where appropriate.
The NC supports and advises the company by
nominating suitable board candidates to maintain the
board’s balance of skills, attributes, knowledge and
experience. Appointments to the board are made on
merit and against objective criteria. Candidates must
be able to discharge their responsibilities as directors while upholding the highest standards of governance practised by the Group. While the directors may have several directorships in other companies, the NC takes care to ensure and is satisfied that appointees have contributed adequate time to meet the expectations of their role as directors.
The company subscribes to the principle that all
directors including the Group President & CEO should
retire and submit themselves for re-election at regular
intervals, subject to their continued satisfactory
performance. The company’s Articles of Association
requires a third of its directors to retire and subject
themselves to re-election by shareholders at every
AGM (one-third rotation rule).
Prior to seeking shareholders’ approval at the
AGM, the NC reviews and considers the retirement
and re-election of directors. In addition, a newly-appointed
director submits himself for retirement
and re-election at the AGM immediately following
his appointment. Thereafter, he is subject to the
one-third rotation rule. Directors who are above the
age of 70 are also statutorily required to seek
re-appointment at each AGM.
Pursuant to the one-third rotation rule, Mr Henkes
and Mr Chin will retire and submit themselves for
re-election at the forthcoming AGM. Mr Tham, who
was newly appointed to the board on June 1, 2011,
will also submit himself for retirement and re-election
by shareholders at the forthcoming AGM.
In addition, Mr Goh, who has turned 70 years old
in September 2011, will also submit his retirement
and offer himself for re-appointment pursuant to the
Companies Act. Although Mr Goh has served on the
board since 2000, the board considers his contribution
significant and valuable as he possesses in-depth
knowledge of the businesses of the Group. The board
believes that Mr Goh’s tenure would not materially
interfere with his ability to exercise independent
judgement in his deliberations and act in the best
interests of the Group and its shareholders.
Each year, the board undertakes an informal
assessment of its performance to identify key areas
for improvement and requisite follow-up actions. To
provide feedback to aid in this assessment, each
director is required to complete a questionnaire on
the effectiveness of the board as a whole. This
questionnaire considers factors such as the size and
composition of the board, directors’ access to
information, board processes and accountability,
committee effectiveness as well as board performance
in relation to its principal functions and
communication with senior management. The
collective evaluation and feedback is then
consolidated and presented to the board for
discussion to highlight areas of strength and
weakness for continuous improvement of the
board and its committees.
The NC feels that the financial indicators set out in
the Code as guidelines for the evaluation of the board
are more a measure of management’s performance
and therefore less applicable to directors. The NC
believes that board performance is ultimately reflected
in the long-term performance of the Group.
To assist the board in discharging its duties and to
keep abreast of the Group’s operational and financial
performance, key issues, challenges and
opportunities, Sembcorp’s management furnishes
adequate management and operation reports as well
as financial statements to the board on a regular
basis. As a general rule, board and board committee
papers are submitted to directors at least three
working days before each meeting so that they may
better understand the matters prior to the meeting
and discussions may be focused on questions that
the directors have on these matters. Members of
senior management who may provide insight into
the matters to be discussed are also called on to be
present during the relevant discussions.
Financial highlights of the Group’s performance
and key developments are presented on a quarterly
basis at board meetings. The Group President & CEO,
Group Chief Financial Officer and members of senior
management are present at these presentations to
address any queries which the board may have.
The Company Secretary facilitates good
information flow between the board and its
committees and senior management, in addition to
attending to corporate secretarial matters such as
arranging orientation for newly-appointed directors. In consultation with the Chairman and the Group
President & CEO, the Company Secretary assists the
board with the preparation of meeting agendas,
and administers, attends and prepares minutes of
board proceedings. She also assists the board on
the compliance of the Group with the Memorandum
and Articles of Association and regulations, including
requirements of the Companies Act, Securities &
Futures Act and the SGX-ST. She liaises with the
SGX-ST, the Accounting and Corporate Regulatory
Authority and, when necessary, shareholders.
The board has ready and independent access
to the Group President & CEO, senior management,
the Company Secretary and internal and external
auditors at all times. The board exercises its discretion
to seek independent professional advice at the
company’s expense, if deemed necessary, to ensure
that full information is available before important
decisions are made.
The Executive Resource & Compensation
Committee (ERCC) is chaired by Mr Ang and its
members include Mr Goh and Mrs Lui.
The ERCC is responsible for ensuring a formal
procedure for developing and reviewing policies
on compensation and development of the Group’s
senior management. It assists the board to ensure
that competitive remuneration policies and practices
are in place to attract, motivate and retain talented
executives. The ERCC also reviews the remuneration
of the board members.
The ERCC reviews succession planning for key
positions in the Group and the leadership pipeline
for the organisation. It reviews the development
of senior staff and assesses their strengths and
development needs based on the Group’s leadership
competencies framework, with the aim of building
talent and maintaining strong and sound leadership for the Group. The ERCC conducts a succession planning
review of the Group President & CEO, officers
reporting directly to him, as well as selected key
positions in the company on an annual basis. Potential
internal and external candidates for succession are
reviewed for different time horizons according to
immediate, medium-term and long-term needs.
The ERCC also establishes guidelines on share-based
incentives and other long-term incentive plans
and approves the grant of such incentives to key
executives. These incentives aim to motivate
executives to maximise operating and financial
performance and shareholder value, and are aimed
at aligning the interests of the executives with those
of shareholders.
The ERCC has access to expert professional advice
on human resource matters whenever there is a need
for such external consultations. In its deliberations,
the ERCC takes into consideration industry practices
and norms of compensation. The Group President &
CEO does not attend discussions relating to his own
compensation, terms and conditions of service, or the
review of his performance. No ERCC member or any
director is involved in deliberations in respect of any
remuneration, compensation, share-based incentives
or any form of benefits to be granted to himself.
Sembcorp believes that a competitive remuneration
and reward system based on individual performance
is important in order to retain and incentivise the best
talents. Sembcorp’s remuneration and reward system
is also responsive to the economic climate as well as
the performance of the Group and its business units.
The Group President & CEO, as an executive
director, does not receive director’s fees. As a lead
member of management, his compensation consists
of his salary, allowances, bonuses and share-based
incentives conditional upon meeting certain
performance targets. Details on the share-based
incentives and the performance targets are available
in the Directors’ Report and Note 4 in the Notes
to the Financial Statements.
In its yearly review, the ERCC, with the advice and
assistance from compensation consultant, updated
the compensation framework of non-executive
directors. To align the interests of the non-executive
directors with the interests of shareholders, up to
30% of the aggregate directors’ fees approved by
shareholders for a particular financial year may be
paid out in the form of restricted share awards under
the Sembcorp Industries Restricted Share Plan 2010.
The following Directors’ Compensation
Framework is based on a scale of fees divided into
basic retainer fees, attendance fees, fees for service
on board committees and travel allowance:
The directors’ cash fees and share awards will only
be paid and granted upon approval by shareholders
at the forthcoming AGM of the company.
For the year 2011, the awards granted under the
Sembcorp Industries Restricted Share Plan 2010 to
all directors as part of their directors’ fees (except for
Mr Tang, who is the Group President & CEO and
does not receive any directors’ fees) will consist of
the grant of fully paid shares outright with no
performance and vesting conditions attached, but
with a selling moratorium. Non-executive directors
are required to hold shares (including shares obtained
by other means) worth at least one-time the annual
base retainer (currently S$65,000); any excess may be
sold as desired. A non-executive director can dispose
of all of his shares one year after leaving the board.
The actual number of shares to be awarded to
each non-executive director will be determined by
reference to the volume-weighted average price
of a share on the SGX-ST over the 14 trading days
immediately following the date of the AGM. The
number of shares to be awarded will be rounded
down to the nearest hundred and any residual
balance will be settled in cash.
The company does not have a retirement
remuneration plan for non-executive directors.
Key executives are rewarded based on actual
performance relative to pre-agreed performance
targets, which include financial and non-financial
performance indicators such as economic value added
(EVA), total shareholder return and promoting and
maintaining health, safety and environmental standards.
The Group believes that the current reward systems
are in line with market norms and formulated to
motivate executives to give their best to the Group.
Rewards include long-term share-based incentives,
which would further ensure the retention of the
most talented and high-performing executives in
the Group. For further details on the share-based
incentives and performance targets, please refer to the Directors’ Report and Note 4 in the Notes
to the Financial Statements.
The Group has an incentive compensation plan
for key executives that is tied to the creation of EVA,
as well as to the achievement of individual and Group
performance goals. A ‘bonus bank’ is used to hold
incentive compensation credited in any year. Typically,
one-third of the available balance is paid out in cash
each year and the balance carried forward to the
following year. Such carried-forward balances of the
bonus bank may either be reduced or increased in
future, based on the yearly EVA performance of the
Group and its subsidiaries.
The directors’ fees totalled S$1,280,613 in 2011,
comprising S$896,429 in cash (2010: S$937,626)
derived using the compensation structure above and
S$384,184 to be paid in the form of restricted share
awards under Sembcorp Industries Restricted Share
Plan 2010.
More information on directors and key
executives’ remuneration may be found under the
related item in the Supplementary Information
section of the Financial Statements.
Sembcorp is committed to open and honest
communication with shareholders at all times. The
company presents a balanced, clear and coherent
assessment of the Group’s performance, position and
prospects to shareholders through the timely release
of its quarterly and annual financial reports.
The company believes that prompt compliance
with statutory reporting requirements is imperative
to maintaining shareholders’ confidence and trust in
the company. In line with stock exchange
requirements, negative assurance statements were
issued by the board to accompany the company’s
quarterly financial results announcements, confirming
that to the best of its knowledge, nothing had come
to its attention which would render the company’s
quarterly results false or misleading.
The Audit Committee (AC) comprises directors
who are both independent and non-executive. The
AC was chaired by Mr Hale until his retirement from
the board at the AGM on April 21, 2011. Mr Chin,
an existing member of the AC, took over as
Chairman with effect from April 21, 2011. The other
members are Tan Sri Mohd Hassan Marican and
Mr Henkes, who joined the AC in January and May
2011 respectively. Mrs Lee was also a member of the
AC until her retirement from the board in April 2011.
The AC assists the board in fulfilling its fiduciary
responsibilities relating to the internal controls, audit
and accounting and reporting practices of the Group.
Its main responsibilities are to review the company’s
policies and control procedures with the external
auditors, internal auditors and management and act
in the interest of the shareholders in respect of
interested person transactions as well as any matters
or issues that affect the financial performance of the
Group. The AC reviews the quarterly, half-yearly and
full-year results announcements, accompanying press
releases and presentation slides as well as the
financial statements of the Group and company
before they are submitted to the board for approval.
Each year, the AC also reviews the independence
of the company’s external auditors and makes
recommendations to the board on the re-appointment
of the company’s external auditors. The AC meets
the external and internal auditors at least once a year
without the presence of management.
The AC has explicit authority to investigate any
matter within its TOR and enjoys full access to and
co-operation from management to enable it to
discharge its function properly.
Where relevant, the AC is guided by the
recommended best practices for audit committees
as set out in the Guidebook for Audit Committees
issued by Singapore’s Audit Committee Guidance
Committee in October 2008.
The AC has reviewed the nature and extent
of non-audit services provided by the external auditors to the Group for the year, excluding services provided to
Sembcorp Marine, a listed subsidiary that has its own audit
committee. The AC is satisfied that the independence
of the external auditors has not been impaired by their
provision of non-audit services. Details of non-audit fees
payable to the external auditors are found in Note 35(b) in the Notes to the Financial Statements.
The AC also oversees the Group’s whistle-blowing policy.
The board and management of the company are
fully committed to a robust system of internal
controls, procedures and risk management to
safeguard shareholders’ interests and the Group’s
assets, and to manage risks. The company seeks to
improve internal control and risk management on an
ongoing basis to ensure that they remain sound and
relevant. The board, with the concurrence of the AC
and Risk Committee (RC), is of the opinion that the
operational, financial and compliance controls are
adequate to meet the needs of the Group in the
current business environment. This assessment is
based on risk mitigating measures taken by
management, work done by the company’s Group
Internal Audit and Group Risk Management
departments, as well as the statutory audit(s)
conducted by external auditors. Internal controls,
because of their inherent limitations, can provide
reasonable but not absolute assurance regarding
the achievement of their intended control objectives.
In this regard, the board will ensure that if any
significant internal control failings or weaknesses
were to arise, necessary remedial actions would
be swiftly taken.
During the year under review, the RC was
chaired by Mr Hale until his retirement in April 2011.
Mr Henkes took over as Chairman of the RC with
effect from April 21, 2011. The other members
include Mr Chin and Tan Sri Mohd Hassan Marican,
who joined the RC in May 2011. Mrs Lee was a
member of the RC until she retired from the board
in April 2011. The RC’s main role and function is
to assist the board in overseeing risk management
for the Group. It appraises the adequacy and
effectiveness of the Group’s risk management plans,
systems, processes and procedures, Group-wide risk
policies, guidelines and limits, as well as its risk
portfolio, risk levels, and risk mitigation strategies.
For more information on the
company’s enterprise risk management system,
please refer to the Risk Management & Mitigation Strategies section of this annual report.
The internal audit function of the Group is
performed by the Group Internal Audit department
(GIA), which reports directly to the AC on audit
matters and to the Group President & CEO on
administrative matters.
GIA adopts a risk-based methodology in defining
its annual internal audit plan, which is reviewed
and approved by the AC. The internal audits
performed are aimed at ensuring that the Group
maintains a sound system of internal controls and
that the operations comply with the internal controls
framework. GIA also assists the board and
management in the discharge of their corporate
governance responsibilities as well as in improving
and promoting effective and efficient business
processes within the Group. To ensure that the
internal audits are performed by competent
professionals, GIA employs qualified staff and
identifies and provides training and development
opportunities for them so that their technical
knowledge remains current and relevant. GIA is
guided by and has met the standards for the
professional practice of internal audit promulgated
by the Institute of Internal Auditors.
The board has been kept informed of the AC’s
review of GIA’s reports and the management controls
in place, and is satisfied that GIA is adequately
resourced and given appropriate authority and
support within the company to carry out its audits.
To strengthen corporate governance and ethical
business practices across the Group, the company
has implemented a whistle-blowing policy and
procedures which provide employees with accessible
channels to GIA to report suspected fraud, corruption,
dishonest practices or other misdemeanors. The aim
of this policy is to encourage the reporting of such
matters in good faith, with the confidence that
employees making such reports will, to the extent
possible, be protected from reprisal.
For more information on the whistle-blowing policy,
please click here.
Sembcorp remains committed to upholding high
standards of corporate transparency and disclosure.
The company disseminates all price-sensitive and
material information to its shareholders via SGXNET
on a non-selective basis and keeps all stakeholders
informed of its corporate activities in a timely and
consistent manner. Financial and other performance
data is given for the Group as well as business units
where appropriate, to provide shareholders with a
better insight into the Group’s performance. The date
of the release of quarterly results is disclosed at least
two weeks prior to the date of announcement via
SGXNET. On the day of announcement, the financial
statements as well as the accompanying press release
and presentation slides are released via SGXNET as well
as on the company website at www.sembcorp.com.
Thereafter, a briefing or teleconference by
management is jointly held for the media and
analysts. For first half and full year results
announcements, results briefings are concurrently
broadcast live via webcast.
Following the release of financial statements
or price-sensitive developments, investor relations
officers are available by e-mail or telephone to
answer questions from shareholders, analysts and the
media as long as the information requested does not
conflict with the SGX-ST’s rules of fair disclosure.
The company encourages shareholder participation
at general meetings of shareholders. Information on
general meetings is disseminated through notices in
the annual reports or circulars sent to all shareholders.
The notices are also released via SGXNET and published
in local newspapers, as well as posted on the company
website. All registered shareholders are invited to
participate in the company’s general meetings.
The company’s Articles of Association allow all
shareholders the right to appoint up to two proxies
to attend general meetings and vote on their behalf.
The company also allows Central Provident Fund
investors to attend general meetings as observers.
To ensure greater transparency of the voting
process, the company is considering electronic poll
voting at the upcoming general meetings to allow
shareholders present or represented at the meetings
to vote on a one share, one vote basis. Voting in
absentia by mail, facsimile or e-mail is currently not
permitted as such voting methods would need to be
cautiously evaluated for feasibility to ensure that there
is no compromise to the integrity of the information
and the authenticity of the shareholders’ identity.
At general meetings, every matter requiring
approval is proposed as a separate resolution.
Shareholders present are given an opportunity to
clarify or direct questions on issues pertaining to the
proposed resolutions before the resolutions are voted
on. The board and management are present to
address these questions and obtain feedback from
shareholders. The external auditors and legal advisors
(if necessary) are also present to assist the board.
Minutes of shareholder meetings are available upon
request by registered shareholders.
At each AGM, the Group President & CEO delivers
a short presentation to shareholders to update them
on the performance of Sembcorp’s businesses.
For further details on Sembcorp’s communications
with its shareholders, please see
the Investor Relations chapter of this annual report.
The company has adopted a Code of
Compliance on Dealing in Securities, which prohibits
dealings in the company’s securities by its directors
and senior management within two weeks prior to
the announcement of the company’s financial
statements for each of the first three quarters of its
financial year and within one month prior to the
announcement of the company’s full-year financial
statements. Directors and employees are also
expected to observe insider trading laws at all times,
even when dealing in the company’s securities
outside the prohibited trading period.
Shareholders have adopted an Interested Person
Transaction (IPT) Mandate in respect of interested
person transactions of the company. The IPT
Mandate defines the levels and procedures to obtain
approval for such transactions. Information
regarding the IPT Mandate is available on the
company website, www.sembcorp.com. All business
units are required to be familiar with the IPT
Mandate and report any interested person
transactions to the company. The Group maintains
a register of the company’s interested person
transactions in accordance with the reporting
requirements stipulated by Chapter 9 of the SGX-ST
Listing Manual. Information on interested person
transactions for 2011 may be found in the related
item under the Supplementary Information section
of the Financial Statements in this report. |
| |
|
|
|
|
Download print-friendly 
