Corporate Governance Statement 2019

Corporate Governance Statement 2019

CORPORATE GOVERNANCE REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019

The Board of Directors (the “Board”) is committed to ensuring that the highest standards of corporate governance are practised throughout Top Global Limited (the “Company” and together with its subsidiaries, the “Group”), as a fundamental part of its responsibilities to protect and enhance shareholder value and the financial performance of the Group.

This report describes the Group’s corporate governance practices and structures that were in place during the financial year ended 31 December 2019 (“FY2019”), with specific reference to the principles and guidelines of the Code of Corporate Governance 2018 (“2018 Code”), and where applicable, the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”) (the “Listing Manual”), the Singapore Companies Act (“Companies Act”) and the disclosure guide developed by the SGX-ST in January 2015 (“Guide”), focusing on areas such as internal control, risk management, financial reporting, internal and external audits.

The Company has complied with the principles and guidelines as set out in the 2018 Code and the Listing Manual where applicable except where otherwise stated. Appropriate explanations have been provided in the relevant sections below where these are deviations from the 2018 Code and Guide.

The 2018 Code
The 2018 Code is divided into five main sections, namely:
(A) Board Matters
(B) Remuneration Matters
(C) Accountability and Audit
(D) Shareholders’ Rights and Engagement
(E) Managing Stakeholders Relationships

(A) Board Matters

The Board of Directors in office at the date of this report comprises:
Dr Lam Lee G (Independent Non-Executive Chairman)
Madam Oei Siu Hoa @ Sukmawati Widjaja (Executive Director)
Mr Hano Maeloa (Chief Executive Officer and Executive Director)
Ms Jennifer Chang Shyre Gwo (Chief Operating Officer and Executive Director)
Mr Yeo Chin Tuan Daniel (Independent Non-Executive Director)
Ms Mimi Yuliana Maeloa (Non-Executive Director)

Key information on the Directors can be found on page 10 to 11 under the section on Board of Directors of this Annual Report.

Principle 1: The Board’s Conduct of Affairs
The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the Company.

The Board’s roles and director’s duties
The Board is entrusted to lead and oversee the Company, with the fundamental principle to act in the best interests of the Company. The principal role of the Board is to review and decide strategic plans, key operational and financial issues, evaluate performance of the Group and supervise executive Management to achieve optimal shareholders’ value.

In addition to its statutory duties, the Board’s principal functions are:

  • Supervising the overall management of the business and affairs of the Group and approving the Group’s corporate and strategic policies and direction;
  • Formulating and approving financial objectives of the Group and monitoring its performance such as reviewing and approving of financial results announcements and financial statements;
  • Overseeing the processes for evaluating the adequacy of internal controls and risk management including the review and approval of interested person transactions;
  • Assuming responsibility for corporate governance and compliance with the Companies Act (Chapter 50) of Singapore and the rules and regulations of the relevant regulatory bodies;
  • Evaluating performance of the Management;
  • Reviewing and approving the remuneration framework for the Directors and key executives;
  • Providing entrepreneurial leadership, setting strategic objectives and ensuring the necessary human and financial resources are well in place to meet the Group’s objectives;
  • Establishing a prudent framework and effective controls so that risks can be assessed and managed, which include the safeguarding of shareholders’ interests and the Group’s assets; and
  • Setting the Group’s values and standards, including ethical standards, and ensuring that obligations to the shareholders are understood and met.

 

The Company has in place practices to address potential conflicts of interest. All Directors are required to notify the Company promptly of all conflicts of interest as soon as it is practicable after the relevant facts have been come to his/her knowledge as well as when required and refresh the required declaration annually. Directors are required to recuse themselves from all deliberations/voting in relation to the matters which he/she has a conflict of interest in, unless the Board is of the opinion that the participation of the conflicted Director is of the best interest to the Company. Nonetheless, he/she is abstain from voting in relation to the conflict-related matters.

Directors’ training and orientation
Newly appointed Directors would be briefed by the Chief Executive Officer (“CEO”) of the Company on the Group’s business and corporate governance policies and practices. Familiarisation sessions include visits to project sites. The Company provides a formal letter to each new Director upon his appointment, setting out clearly the Director’s duties and obligations. All newly appointed Directors who do not have prior experience as a director of a public listed company in Singapore will attend the training at the Singapore Institute of Directors or any other relevant courses.

Directors are kept informed of changes to regulatory requirements from time to time by the Company Secretary. Board members are encouraged to keep themselves updated especially on their relevant professional, statutory, and regulatory requirements and guidelines to enhance their discharge of their duties and responsibilities as Directors.

To keep pace with new laws, regulations, changing commercial risks and financial reporting standards, all Directors attend specifically tailored training conducted by professionals annually. Directors are also encouraged to attend, at the Group’s expense, relevant and useful seminars for their continuing education and skills improvement courses that are conducted by external organisations and provided with updates and/ or briefings from time to time by internal or external auditors and the Company Secretary in areas such as Directors’ duties and responsibilities, corporate governance practices, risk management matters and changes in financial reporting standards. The Company Secretary will bring to Directors’ attention, information on seminars that may be of relevance or use to them.

Briefings, updates and trainings for the Directors in FY2019 include:

  • the external auditor, Nexia TS Public Accounting Corporation, provided briefings to the Board on changes or amendments to accounting standards during meetings;
  • the Directors are regularly briefed by the Executive Director, CEO and Chief Operating Officer (“COO”) on the business activities of the Group; and
  • the Company Secretary briefed the Board on the regulatory updates such as changes to Corporate Governance Code and SGX-ST Listing Rules.

 

Matters Requiring Board Approval

  • corporate policies, strategies and objectives of the Company;
  • annual budgets;
  • quarterly, half yearly and full year announcements;
  • annual report and accounts;
  • convening of shareholders’ meeting;
  • material acquisitions, investments and disposal of assets;
  • corporate strategic direction, strategies and action plan;
  • transactions or investments involving any conflict of interest relating to a substantial shareholder or a Director;
  • financial restructuring and share issuance, dividends and other returns to shareholders; and
  • issuance of policies and key business initiatives.

There has been no change to the Group’s internal guidelines which had been approved by the Board for material transactions and investments by the Company and Group, with limits for different levels of approving authorities, categories of expenditures and investments.

Delegation to Board Committees
The Board has delegated certain functions to various board committees, namely the Nominating Committee (“NC”), Remuneration Committee (“RC”) and Audit Committee (“AC”) (collectively, the “Board Committees”). Each of the various Board Committees has its own written terms of reference and whose actions are reported to and monitored by the Board. The Board accepts that while these various Board Committees have the authority to examine particular issues and will report back to the Board with their decisions and/or recommendations, the ultimate responsibility on all matters lies with the Board.

Attendance of Board and Board Committees
The Board meets on a quarterly basis and as warranted by particular circumstances. Four (4) Board meetings were held in FY2019, of all were the regular quarterly meetings. Telephonic attendance and conference via audio-visual communication at Board and Board Committees meetings are allowed under the Company’s Articles of Association (“Articles”).

The attendance of the Directors at Board and Board Committees meetings, as well as the frequency of such meetings held in FY2019 is as follows:

 

Board Meeting

AC Meeting

NC Meeting

RC Meeting

 

Name of Director

No of Meetings held

No of Meetings Attended

No of Meetings held

No of Meetings Attended

No of Meetings held

No of Meetings Attended

No of Meetings held

No of Meetings Attended

Dr Lam Lee G

4

4

4

4

1

1

1

1

Madam Oei Siu Hoa @ Sukmawati Widjaja

4

3

Mr Hano Maeloa

4

4

Ms Jennifer Chang Shyre Gwo

4

4

Mr Yeo Chin Tuan Daniel

4

3

4

3

1

1

1

1

Ms Mimi Yuliana Maeloa

4

4

4

4

1

1

1

1

Access to Information
All the Directors have independent access to the Company’s Management. Any information needed to enable the Directors to make sound decisions have been duly provided by the Management. In addition, the Board receives quarterly updates to the financial results and projections at each Board meeting to enable them to understand and oversee the Group’s operational and financial performance. Board papers prepared for each meeting were usually circulated at least four days before each meeting to provide the Directors sufficient time to review and consider the matters to be discussed.

Independent professional advice/company secretary
The Directors have separate and independent access to the Management and Company Secretary at all times.

Individually or collectively, in order to execute their duties, Directors can obtain independent professional advice at the Company’s expense where required. The appointments of such independent professional advisors are subject to approval of the Board.

The appointment and removal of the company secretary are subject to the approval of the Board.

Principle 2: Board Composition and Guidance
The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the Company.

The Board currently comprises six members – one Independent Non-Executive Chairman, one Independent Non-Executive Director, three Executive Directors and one Non-Executive Director.

The Company’s Independent Non-Executive Chairman is Dr Lam Lee G while the Independent Non-Executive Director is Mr Yeo Chin Tuan Daniel. The Executive Directors are Madam Oei Siu Hoa @ Sukmawati Widjaja, Mr Hano Maeloa who is the CEO and Ms Jennifer Chang Shyre Gwo who is the COO. The Non-Executive Director is Ms Mimi Yuliana Maeloa.

With the Chairman being an Independent Director and having half of the Board comprising of non-executive Directors, the Board is capable of exercising objective judgement in manging the Company’s affairs.

In addition, Dr Lam Lee G who is the Independent Non-Executive Chairman of the Company has allowed himself to be made available to shareholders if they have concerns relating to matters that contact through the CEO or COO has failed to resolve or where such contact is inappropriate, as well as at the Company’s general meetings.

Board Diversity
The Board has the requisite mix of expertise and experience, and collectively possesses the necessary core competencies for effective functioning and informed decision-making. Each Director has been appointed based on the strength of his calibre, experience and stature and is expected to bring a valuable range of experience and expertise to contribute to the development of the Group’s strategies and the performance of its business. The current Board composition provides a diversity of skills, experience, gender and knowledge to the Company.
The Board has taken the following steps to maintain or enhance its balance and diversity:

  • Annual review by the NC to assess if the existing attributes and core competencies of the Boardare complementary and enhance the efficacy of the Board; and
  • Annual evaluation by the Directors of the skill sets the other Directors possess, with a view to understand the range of expertise which is lacking by the Board.

The NC will consider the results of these exercises in its recommendation for the appointment of new Directors and/or the re-appointment of incumbent Directors. The NC is of the view that the current Board comprises persons who as a group provide an appropriate balance and diversity of skills, experience and knowledge for the Board to be effective. Key information of the Board members’ qualifications and experience are presented in pages 10 to 11 of this Annual Report.

Independence assessment of Directors
The independence of each Independent Non-Executive Director is reviewed annually by the NC. The NC applies the 2018 Code’s definition of “Independent” in their review of Directors’ independence. The NC is of the view that the two Independent Non-Executive Directors are independent in accordance with the 2018 Code.

Independent Directors servicing beyond nine years
As at the end of FY2019, Dr Lam Lee G and Mr Yeo Chin Tuan Daniel have served on the Board beyond nine years from the date of their first appointment. The Board has subjected their independence to a rigorous review by all the other fellow Directors, and agreed that Dr Lam Lee G and Mr Yeo Chin Tuan Daniel had participated, deliberated and always expressed their views independently and objectively, before deciding if they should continue to be considered independent directors. The NC further noted that there were no relationships or circumstances which affected or likely to affect their independence or the discharge of their responsibilities as independent director.

The Board has affirmed their independence status and resolved that Dr Lam Lee G and Mr Yeo Chin Tuan Daniel continue to be considered independent Directors, notwithstanding they have served beyond nine years from the date of their first appointment. The Independent Non-Executive Directors have also confirmed their independence in accordance with the 2018 Code.

The recent changes in SGX Listing Rules, which will come into effect from 1 January 2022, require the re-appointment of independent Directors who have served the Board beyond nine years from the date of their first appointment to be subjected to a two-tier shareholders voting and independent Directors to make up a majority of the Board where the Chairman is not independent.

In view of the above changes, the NC has proposed to apply the transitional provision while they seek suitable candidates to refresh the Board for those independent Directors who have served more than nine years and had executed a reconstitution of the Board on 2 December 2019 to redesignate Dr Lam Lee G as the Chairman of the Board.

The Board is able to exercise objective judgment independently from the Management and no individual or small group of individuals dominate the decisions of the Board.

Meeting in the absence of the Management
As and when required, the Independent Non-Executive Chairman, Independent Non-Executive Director and Non-Executive Director will hold a meeting without the presence of Management and Executive Directors, in order to facilitate a more effective check on the Management and/or the Executive Directors. The Independent Non-Executive Chairman, Independent Non-Executive Director and Non-Executive Director had met once without the presence of Management and Executive Directors in FY2019.

None of the Independent Non-Executive Directors of the Company have been appointed as Director of the Company’s principal subsidiaries. The Board and the Management are of the view that the current Board structures in the principal subsidiaries are already well organised and constituted. The Board and the Management will, from time to time, renew the Board structures of the principal subsidiaries and will make an appropriate corporate decision to consider the appointment of the Independent Non-Executive Director to Board of the Company’s principal subsidiaries.

Every year, the NC conducts its review of the composition of the Board, which comprises members of both genders and from different backgrounds whose core competencies, qualifications, skills and experiences, met with the requirement of the Group. The NC has reviewed and is satisfied that the Board has the appropriate mix of expertise and experience, and collectively possesses the necessary core competencies to lead and govern the Group effectively.

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

Chairman and Chief Executive Officer
On 2 December 2019, following a review of the board composition by the NC, Dr Lam Lee G was re-designated as Independent Non-Executive Chairman while Mr Hano Maeloa continues to retain the role of CEO. The Independent Non-Executive Chairman and CEO are not related. There is a clear division of responsibilities between the Independent Non-Executive Chairman and the CEO to ensure that there is an appropriate balance of power, increased accountability and sufficient capacity of the Board for independent decision-making.

The Independent Non-Executive Chairman is responsible for the workings of the Board, ensuring the integrity and effectiveness of its governance process. The Independent Non-Executive Chairman ensures that Board meetings are held as and when necessary and set the meeting agenda in consultation with the CEO and COO and Executive Director. The Independent Non-Executive Chairman, with the assistance of the CEO, the COO and Company Secretary, ensures Board members are provided with adequate and timely information. The Independent Non-Executive Chairman assists to ensure procedures are introduced to comply with the Company’s guidelines on corporate governance. The CEO is responsible for the business and operational decisions of the Group.

The Board is satisfied that there is sufficient transparency and accountability in view of the distinction of responsibilities. The Board is also of the view that there is a sufficiently strong independent element on the Board which enables the exercise of judgement with regards to the corporate affairs of the Group.

Lead Independent Non-Executive Director
In view of the changes in the Board Composition on 2 December 2019, Dr Lam Lee G who has been re-designated as Independent Non-Executive Chairman, will assume the role of Lead Independent Non-Executive Director of the Company pursuant to the recommendation in Guideline 3.3 of the 2018 Code. The Board is of the view that there the Independent Non-Executive Chairman should by virtue of being independent be clear from any conflict of interest in most cases. Where a situation arises that the Independent Non-Executive Chairman be conflicted, the other Independent Non-Executive Director shall assume the role of Lead Independent Non-Executive Director to ensure that shareholders’ rights are protected. The Lead Independent Non-Executive Director of the Company is available to shareholders where they have concerns, which contact through the normal channels of the Executive Chairman and the CEO had failed to resolve or for which such contact is inappropriate.

Principle 4: Board Membership
The Board has a formal and transparent process for the appointment and reappointment of directors, taking into account the need for progressive renewal of the Board.

Nominating Committee (“NC“)
The NC consists of two Independent Non-Executive Directors and one Non-Executive Director. The members of the NC are as follows:

Dr Lam Lee G (Chairman)
Mr Yeo Chin Tuan Daniel
Ms Mimi Yuliana Maeloa

The NC is regulated by its terms of reference and its key functions include:

  • recommending to the Board on all Board and Board Committees appointments;
  • developing a process for evaluation of the performance of the Board, each of its Board Committees and individual Director;
  • recommending to the Board on the re-appointment or re-nomination of incumbent Directors, having regard to the respective Director’s contributions and performance;
  • determining annually whether or not a Director is independent;
  • in situations where a Director has multiple board representations, to review whether the Director is able to carry out his/her duties as Director adequately;
  • reviewing and making recommendations to the Board on the training and professional development programmes for the Board; and
  • recommending to the Board the review of Board’s succession plans for Directors, in particular, the Chairman, and for the CEO

During the financial year under the review, the NC together with the Management had arranged for the Board members to attend various training programmes and seminars to ensure that the Board members were constantly updated and equipped with the necessary and relevant skills, knowledge and competencies to cope with the increasingly complex operation of the Group in order to discharge their duties effectively.

The considerations in assessing the capacity of Directors include the following:

  • Expected and/or competing time commitments of Directors, including whether such commitment is a full-time or part-time employment capacity;
  • Geographical location of Directors;
  • Size and composition of the Board;
  • Nature and scope of the Group’s operations and size; and
  • Capacity, complexity and expectations of the other listed directorships and principle commitments held.

 

The NC has reviewed the time spent and attention given by each of the Directors to the Company’s affairs, taking into account the multiple directorships and other principal commitments of each of the Directors (if any), and is satisfied that all Directors have discharged their duties adequately for FY2019.

The NC has reviewed that Dr Lam Lee G, with multiple board representations and other principal commitments, has been able to dedicate sufficient time and attention to the affairs of the Company such that he was able to discharge his duties as Director and subsequently, Chairman of the Company in FY2019.

Selecting, Appointment and Re-appointment of Directors
The NC, in consultation with the Board, would identify the current needs of the Board in terms of skills and experience to complement and strengthen the Board. In its search and selection process for new Directors, the NC taps on the resources of Directors’ personal contacts and recommendations of potential candidates. The NC would meet and appraise the nominees to ensure that the candidates possess relevant experience and calibre to contribute to the Group and its businesses, having regard to the attributes of the existing Board and the requirements of the Group. New Directors are appointed by the Board by way of a Board resolution, upon the NC’s recommendation. In accordance with the Company’s Articles, these new Directors who are appointed by the Board are subject to re-election by shareholders at the next annual general meeting (“AGM”) after their appointment.

The Company’s Articles also provides that at least one-third of the remaining Directors be subject to re-election by rotation at each AGM. For the avoidance of doubt, each Director shall retire at least once every three (3) years. This will enable all shareholders to exercise their rights in selecting all Board members. In relation to the re-election of incumbent Directors, the NC would assess the performance of the Director in accordance with the performance criteria set by the Board and also consider the current needs of the Board. Subject to the NC’s satisfactory assessment, the NC would recommend the proposed re-election of the incumbent Director to the Board for consideration and approval.

 

 

The NC has recommended the following Directors to retire pursuant to Article 106 of the Company’s Articles, being eligible and having consented, be re-elected at the forthcoming AGM:

Name of Director

Appointment

Date appointed

Dr Lam Lee G

Independent Non-Executive Chairman

26 April 2010

Ms Jennifer Chang Shyre Gwo

Chief Operating Officer and Executive Director

8 November 2010

Information on other principal commitments of the Directors is set out in the “Board of Directors” section of this Annual Report. The date of initial appointment and last re-election of each director to the Board together with his/her directorships in other listed companies, both current and those held over in the preceding three years, are set out below:

 

Name of Director

 

Date of first appointment to the Board

 

Date of last re-election as Director

 

Current directorships in listed companies

Past directorships in listed companies (preceding three years)

Madam Oei Siu Hoa @
Sukmawati Widjaja

12 March 2010

26 April 2018

N.A.

N.A.

Mr Hano Maeloa

27 July 2007

26 April 2018

N.A.

China Medical (International) Group Limited

Ms Jennifer Chang Shyre Gwo

8 November 2010

12 April 2017

N.A.

China Medical (International) Group Limited

Mr Yeo Chin Tuan, Daniel

26 April 2010

30 April 2019

R3D Global Limited

China Medical (International) Group Limited

Dr Lam Lee G

26 April 2010

12 April 2017

Adamas Finance Asia Limited

Asia-Pacific Strategic Investments Limited

 

 

 

Aurum Pacific (China) Group Limited

China Medical (International) Group Limited

 

 

 

AustChina Holdings Limited

Glorious Sun Enterprises Limited

 

 

 

China LNG Group Limited

 

Heng Fai Enterprises Limited

 

 

 

China Real Estate Grp Limited

Hsin Chong Group Holdings Limited

 

 

 

China Shandong Hi-Speed Financial Group Limited

Hua Long Jin Kong Company Limited

 

 

 

CSI Properties Limited

Imagi International Holdings Limited

 

 

 

Elife Holdings Limited

Mingyuan Medicare Development Company Limited

 

 

 

Greenland Hong Kong Holdings Limited

Roma Group Limited

 

 

 

Haitong Securities Company Limited

Rowsley Limited

 

 

 

Hang Pin Living Technology Company Limited

Ruifeng Petroleum Chemical Holdings Ltd

 

 

 

Huarong Investment Stock Corporation Limited

UDL Holdings Limited

 

 

 

JCG Investment Holdings Limited

Vietnam Equity Holding

 

 

 

Kidsland International Holdings Limited

Xi'an Haitiantian Holdings Company Limited

 

 

 

Mei Ah Entertainment Group Limited

 

 

 

 

Mingfa Group (International) Company Limited

 

 

 

 

National Arts Entertainment and Culture Group Ltd.

 

 

 

 

Singapore eDevelopment Ltd

 

 

 

 

Sunwah International Limited

 

 

 

 

Sunwah Kingsway Capital Holdings Limited

 

 

 

 

Thomson Medical Group Limited

 

 

 

 

Tianda Pharmaceuticals Limited

 

 

 

 

TMC Life Sciences Berhad

 

 

 

 

Vongroup Limited

 

 

 

 

 

 

Ms Mimi Yuliana Maeloa

26 April 2010

30 April 2019

N.A.

N.A.

The Company currently does not have any alternate directors.

Sufficient Time and Attention by Directors
The Group has guidelines in place to address the competing time commitments faced by Directors serving on multiple boards and the Board has determined a general guideline that the maximum number of listed company board representations which any Director may hold is five (5). Any exceptions to this guideline are specifically approved by the NC, giving regard to whether the particular Director would still be able to devote sufficient time and attention to the affairs of the Group, taking into consideration the Director’s number of listed company board representations and his or her other principal commitments.
Notwithstanding that Dr Lam Lee G currently has directorships in more than 5 listed companies (including the Company), the NC is of the view that, Dr Lam Lee G has the capability and ability to undertake other obligations or commitments together with serving on the Board effectively. Such number of board representations enables the Director to widen his experience as a board member and at the same time, addresses competing time commitments faced by the Director who serves on multiple boards. The NC is satisfied that sufficient time and attention has been given by each of the Directors to the Company’s affairs, and is satisfied that all Directors have discharged their duties adequately for FY2019.  
Succession Planning for Directors, in particular, the Chairman and for the CEO
Succession planning is an important part of the governance process. The NC will review the board succession plans for Directors, in particular, the Chairman and the CEO and make recommendations to the Board with regards to any adjustments that are deemed necessary.

 

Principle 5: Board Performance
There should be a formal assessment of the effectiveness of the Board as a whole and its board committees and the contribution by each director to the effectiveness of the Board.

Assessing Board Performance
The 2018 Code states that there should be a formal assessment of the effectiveness of the Board as a whole and its Board Committees and the contributions by each Director to the effectiveness of the Board. The 2018 Code further recommends that the NC proposes effective criteria to evaluate how the Board should be evaluated.

The table below sets out the performance criteria, as recommended by the NC and approved by the Board, to be relied upon to evaluate the effectiveness of the Board as a whole and its Board Committees, and for assessing the contribution by each Director to the effectiveness of the Board:

Board and Board Committees

Individual Directors

  • Size and composition
  • Access to information
  • Board processes
  • Strategic planning
  • Board accountability
  • Risk management
  • Succession planning
  • Commitment of time
  • Knowledge and abilities
  • Teamwork
  • Independence (if applicable)
  • Overall effectiveness
  • Attendance at Board and Board Committee meetings

 

The NC continued with the existing internal guidelines adopted in the previous year which include an annual board assessment checklist that was being completed by all members of the Board individually, and a group checklist prepared jointly by the members of the NC to evaluate the performance of the Board, its Board committees and each individual Director. All NC members have abstained from the voting or review process of any matters in connection with the assessment of his/her performance. 

No external facilitator was used in the evaluation process.

The NC is satisfied that the current size and composition of the Board provides it with adequate ability to meet the existing scope of needs and the nature of operations of the Company. From time to time, the NC will review the appropriateness of the current Board size, taking into consideration the changes in the nature and scope of operations as well as the regulatory environment.

The Board has met its performance objectives in FY2019.

 

 

(B) Remuneration Matters

Principle 6: Procedures for Developing Remuneration Policies
There should be a formal and transparent procedure for developing policies on director and executive remuneration and for fixing the remuneration packages of individual directors and key management personnel. No director should be involved in deciding his own remuneration.

Principle 7: Level and Mix of Remuneration
The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the Company, taking into account the strategic objectives of the Company.

Principle 8: Disclosure on Remuneration
The Company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.

The RC is responsible for ensuring a formal and transparent procedure for developing policy on executive remuneration, and for fixing the remuneration packages of individual Directors and key management personnel.

Remuneration Committee
The RC comprises three members, the majority of whom are independent. All members of the RC are non-executive and the members of the RC are as follows:

Mr Yeo Chin Tuan Daniel (Chairman)
Dr Lam Lee G
Ms Mimi Yuliana Maeloa

Remuneration Matters
The RC is regulated by its terms of reference and its key functions include:

  • review and recommend an appropriate remuneration framework/package for the Directors and key management personnel, and service contract terms to the Directors and key management personnel to ensure that it can attract, retain and motivate individuals of the right caliber to manage the business of the Group;
  • make recommendations to the Board on specific remuneration packages for each Executive Director, the CEO, key management personnel of the Group and any relative of a director and/or substantial shareholder who is employed in a managerial position by the Company;
  • review all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards and benefits-in-kind;
  • review periodically the appropriateness and relevance of certain aspects of remuneration policies and practices including incentive payments where applicable, variable bonuses, the options to be issued under the share option scheme, the awards to be granted under the share plan and other benefits-in-kind;
  • oversee the administration of the employees’ share option scheme and performance share plan; and
  • review of termination clauses in the contracts of service for the executive directors and key management personnel (in the case of termination) to ensure termination clauses are fair and reasonable.
 

 

 

No Director or member of the RC shall be involved in deciding his own remuneration, except for providing information and documents specifically requested by the RC to assist it in its deliberations. No remuneration consultants were engaged in FY2019. The RC may obtain expert professional advice on remuneration matters, if required, at the expense of the Company.

The RC reviews and recommends to the Board on the specific remuneration package which comprises a fixed component and a variable component for the Executive Directors and key management personnel. The fixed and variable components are in the form of a base salary and variable bonus that are linked to the performance of the Company and individual. There are appropriate and meaningful measures in place for the purpose of assessing the performance of Executive Directors and key management personnel. In determining remuneration packages of Executive Directors and key management personnel, the RC will ensure that Directors and key management personnel are adequately but not excessively rewarded. The RC will consider, in consultation with the Board, amongst other things, their responsibilities, skills, expertise and contributions to the Company’s performance and whether the remuneration packages are competitive and sufficient to ensure that the Company is able to attract and retain the best available executive talent.

The RC had reviewed and is satisfied that the performance conditions used (e.g. leadership qualities, people development skills and commitment, etc.) to determine the Executive Directors and key management personnel entitlement under the short-term and long-term incentive schemes have been met in FY2019.

In reviewing and recommending the remuneration of Independent Non-Executive Chairman, Independent Non-Executive Director and Non-Executive Director, the RC will consider, in consultation with the Board, the level of contribution, taking into account factors such as effort and time spent, and responsibilities of the particular Director. The RC will ensure that the Independent Non-Executive Chairman, Independent Non-Executive Director and Non-Executive Director are not over compensated to the extent that their independence may be compromised.

During FY2019, the RC did not require the services of an external remuneration consultant. Nevertheless, the RC has explicit authority to investigate any matter within its terms of reference and to seek external advice should such need arise, at the Company’s expense.

Level and Mix of Remuneration
The Company adopted the objectives as recommended by the 2018 Code to determine the framework and levels of remuneration for Directors and key management personnel so as to ensure that it is competitive and sufficient to attract, retain and motivate the individuals who possess the required experience and expertise to run the Group successfully, without being excessive.

In addition to the above, the Company ensures that performance-related remuneration system was implemented to ensure that the interests of the shareholders are aligned with the Executive Directors and key management personnel and in order to promote the long-term success of the Company.

Each Executive Director has a service agreement with the Company. The Company does not use contractual provisions to allow the Company to reclaim incentive components of remuneration from Executive Directors and key management personnel in exceptional circumstances of misstatement of financial results, or of misconduct resulting in financial loss to the Company. The Executive Directors owe a fiduciary duty to the Company. The Company should be able to avail itself to remedies against the Executive Directors in the event of such breach of fiduciary duties.

The RC has reviewed and is satisfied that the performance conditions were met for FY2019.

The Independent Non-Executive Chairman and Independent Non-Executive Director have not entered into service agreements with the Company.

 

 

Directors’ Remuneration

 

Name of Director

 

Salary
%

 

Bonus
%

 

Fees
%

Fringe Benefits
%

 

Allowances
%

 

Total
%

S$2,250,000 to S$2,500,000

 

Madam Oei Siu Hoa @ Sukmawati Widjaja

46

51

2

1

100

S$1,750,000 to S$2,000,000

 

Mr Hano Maeloa

51

42

2

5

100

S$750,000 to S$1,000,000

 

Ms Jennifer Chang Shyre Gwo

50

42

5

3

100

Below S$250,000

 

Dr Lam Lee G

100

100

Mr Yeo Chin Tuan Daniel

100

100

Ms Mimi Yuliana Maeloa

100

100

The Executive Directors and Non-Executive Directors receive directors’ fees, in accordance with their level of contributions, taking into account factors such as responsibilities, effort and time spent for serving on the Board and Board Committees. The directors’ fees are recommended by the Board for shareholders’ approval at the AGM.

 

 

Remuneration of Top 3 Key Management Personnel (who are not Directors or the CEO)

 

Name of Employee

 

Salary
%

 

Bonus
%

 

Fees
%

Fringe Benefits
%

 

Allowances
%

 

Total
%

Below S$250,000

 

Mr Goh Bingzheng

70

22

8

100

Mr David Kho Oon chian

91

9

100

Ms Ling Ngiik Kee, Rose

68

22

10

100

As at end of FY2019, there were 3 key management personnel in the Company (who are not Directors or the CEO).

There were no share options/awards granted to the Directors and the top 3 key management personnel in FY2019.

There were no termination, retirement or post-employment benefits granted to Directors, the CEO, the COO and key management personnel other than the standard contractual notice period termination payment in lieu of service.

The Company has decided not to fully disclose the remuneration paid to each Director and the aggregate remuneration paid to the top 3 key management personnel having regard to the highly competitive human resource environment and the confidential nature of staff remuneration matters, so as to ensure the Company’s competitive advantage in the retention of its key management team. 

Mr Kenneth Lian is the husband of Madam Oei Siu Hoa @ Sukmawati Widjaja, and is the Business Development Director of the Company. The remuneration of Mr Kenneth Lian was between S$150,000 to S$200,000 in FY2019. Except for the above, there was no employee of the Group who was an immediate family member of a Director or the CEO whose remuneration exceeded S$100,000 in FY2019.

Share Option Scheme Committee
The Company has a share option scheme in place. The Share Option Scheme Committee is responsible for the administration of the “Top Global Share Option Scheme 2011” (the “Scheme”), in accordance with the rules of the Scheme. The Share Option Scheme Committee is made up of the members of the RC, namely Mr Yeo Chin Tuan Daniel, Dr Lam Lee G and Ms Mimi Yuliana Maeloa.

Please refer to the Directors’ Statement in this Annual Report for further details of the Scheme.

 

 

(C) Accountability and Audit

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

Principle 10: Audit Committee
The Board should establish an Audit Committee (“AC”) with written terms of reference which clearly set out its authority and duties.

Accountability
The Board understands its accountability to shareholders on the Group’s position, performance and progress. The Board will update shareholders on the operations and financial position of the Group through quarterly and full year results announcements as well as timely announcements of other matters as prescribed by the relevant rules and regulations to provide the shareholders with a balanced and understandable analysis and explanation of the Group’s financial performance, position and prospects.

The Management provides the Board on a quarterly basis, financial reports and other information on the Group’s performance, financial position and prospects for their effective monitoring and decision-making.

Risk Management and Processes
The Company regularly reviews and improves its business and operational activities to identify areas of significant business risks as well as respond appropriately to controls and mitigate these risks. The Company reviews all significant control policies and procedures and highlights all significant matters to the AC and the Board. Currently, the Company does not have a risk management committee.

Internal Controls
The Board is responsible for the overall internal control framework, but acknowledges that no cost-effective internal control system will preclude all errors and irregularities. The 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 internal controls in place will address the financial, operational, compliance and information technology risks and the objectives of these controls are to provide reasonable assurance that there are no material financial misstatements or material loss and assets are safeguarded. Regular evaluations are performed to ensure that internal controls are adequate to meet the Group’s requirements.

Relying on the reports from the internal and external auditors, the AC carried out assessment of the effectiveness of key internal controls during the year. Any material non-compliance or weaknesses in internal controls or recommendations from the internal and external auditors to further improve the internal controls were reported to the AC. The AC will also follow up on the actions taken by the Management on the recommendations made by the internal and external auditors.

The Board has received assurances from the CEO and COO:

  • that the financial records have been properly maintained and the financial statements give true and fair view of the Group’s operations and finances.; and
  • the Group’s risk management and internal control systems are effective.

 

Based on the various management controls in place, the reports from the internal and external auditors, reviews conducted by the Management, the Board with the concurrence of the AC, is of the opinion that the internal controls addressing financial, operational, compliance and information technology risk and the risk management systems maintained by the Group are adequate and effective in FY2019.

The Board also notes that all internal control systems and risk managements systems contain inherent limitations and no system of internal controls or risk management system could provide absolute assurance against the occurrence of material errors, poor judgment in decision making, human error, losses, fraud or other irregularities.

As the Group continues to grow the business, the Board will continue to review and take appropriate steps to strengthen the Group’s overall system of internal controls and risk management systems.

Audit Committee
The AC of the Company is made up of three Board members, the majority of whom are Independent Non-Executive Directors. All members of the AC are non-executive and members of the AC are as follows:

Yeo Chin Tuan Daniel (Chairman)
Dr Lam Lee G
Ms Mimi Yuliana Maeloa

The Board considers Mr Yeo Chin Tuan Daniel, who has extensive and practical accounting and financial management knowledge and experience, well qualified to chair the AC. Dr Lam Lee G and Ms Mimi Yuliana Maeloa of the AC has relevant experience in corporate finance.

Further details on the key information and profile of the AC members, including academic and professional qualifications, are presented under the Director’s Profiles” sections of this annual report.

The members of the AC collectively have strong accounting and related financial management expertise and experiences and are appropriately qualified to discharge their responsibilities.

The AC is regulated by its terms of reference and its key functions include:

  • review the audit plans of the Company’s external auditors, including the results of the auditors’ review and audit report, the Management letter and Management’s response and evaluation of the Company’s system of internal controls;
  • review the quarterly and annual financial statements of the Group focusing in particular, on significant financial reporting issues and judgements, key audit matters, any significant adjustments, changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, the going concern statement, compliance with accounting standards stock exchange and statutory/regulatory requirements before submission to the Board for approval;
  • review any formal announcements relating to the Company’s financial performance;
  • discuss problems and concerns, if any, arising from the audits, in consultation with the external auditors and internal auditors where necessary and to meet the external auditors and internal auditors without the presence of the Management, at least annually;
  • review the assistance and cooperation given by the Management to the external auditors;
  • review annually the scope and results of the audit and its cost effectiveness as well as the independence and objectivity of the external auditors;
  • review the internal audit function and ensure coordination between external auditors and internal auditors and the Management;
  • review the adequacy of the Company’s internal controls;
  • review the scope and results of the internal audit procedures including the effectiveness of the internal audit functions and ensure that the said functions are adequately resourced;
  • review and discuss with the external auditors, any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Company’s operating results or financial position and the Management’s response;
  • review arrangements by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters and ensure that arrangements are in place for the independent investigations of such matters and for appropriate follow up actions;
  • review any potential conflict of interest;
  • report to the Board its findings from time to time on matters arising and requiring the attention of the AC;
  • review interested person transactions, falling within the scope of Chapter 9 of the Listing Manual of the SGX-ST;
  • recommend to the Board the appointment, re-appointment and removal of the external auditors and approve the remuneration and terms of engagement of the external auditors;
  • undertake 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 arising and requiring the attention of the AC; and
  • undertake generally such other functions and duties as may be required by statute or the Listing Manual of the SGX-ST, and by such amendments made thereto from time to time.

 

Apart from the above functions, the AC shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore laws, rules or regulations which has or is likely to have a material impact on the Group’s operating results and/or financial position. Each member of the AC shall abstain from voting on any resolutions in respect of matters in which he/ she is interested.

The AC has full access to and cooperation of the Management, external auditors and internal auditors. It also has the discretion to invite any Director and executive officer to attend its meetings. The AC has adequate resources to enable it to discharge its responsibilities properly.

The external auditors provides regular updates and periodic briefings to the AC on changes or amendments to accounting standards to enable the members of the AC to keep abreast of such changes and their corresponding impact on the financial statements, if any.

The Company’s external auditors, Nexia TS Public Accounting Corporation had carried out their duties in the course of their statutory audit, and considered the internal controls that are relevant to the Company’s preparation of financial statements. Any internal control weaknesses noted during their audit, including the external auditors’ recommendations to address such non-compliance and weakness, would be reported to the AC.

The Management would then follow-up on the external auditors’ recommendations as part of Management’s role in the review of the Company’s internal control systems. The Management together with the Board has reviewed all the audit reports and findings from the external auditors. In addition, the AC has reviewed the Company’s system of internal controls, including financial, operational and compliance records, risk management policies and systems established by Management during the year and is satisfied that the overall system of controls is adequate.

The AC has met with the external and internal auditors once without the presence of Management in FY2019.

During the financial year under review, the AC reviewed and approved the internal and external audit plans and financial results.

The AC constantly bears in mind the need to maintain a balance between the independence and objectivity of the external auditors and the non-audit work carried out by the external auditors based on value for-money consideration. During the year under review, the aggregate amount of audit fees paid to the external auditors amounted to S$284,631. There were no non-audit services rendered by external auditors during FY2019. The AC had reviewed the audited services provided by the external auditors and was satisfied that the nature and extent of such services would not prejudice the independence of the external auditors.

The AC has recommended and the Board has approved the nomination for re-appointment of Nexia TS Public Accounting Corporation as external auditors of the Company at the forthcoming AGM.

Nexia TS Public Accounting Corporation has been appointed to audit the accounts of the Company and its Singapore-incorporated subsidiaries. The Company does not have any significant associated company. The Group has appointed different auditors for its overseas subsidiaries. One of the Company’s subsidiaries, PT Suryamas Dutamakmur Tbk is listed on the Indonesia Stock Exchange. The Company is in compliance with Rules 712 and 715 of the Listing Manual in relation to the external auditors.

Whistle-Blowing Policy
Whistle-blowing policy and procedures are put in place to provide the Group’s employees and external parties who have dealings with the Group with well defined, accessible and trusted channels to report suspected fraud, corruption, dishonest practices or other impropriety in the workplace, and for the independent investigation of any reported incidents and appropriate follow up action. The Company's employees and external parties who have dealings with the Group may, in confidence, raise concerns about possible improprieties in matters of financial reporting and other matters by reporting to the Whistleblowing Committee of the Group. The contact information of the Whistleblowing Committee is set out in its corporate website at www.topglobal.com.sg.

Internal Audit
The Board recognises the importance of maintaining a system of internal controls to safeguard the shareholders’ investments and the Company’s assets. The Company has engaged a professional firm, BDO LLP, as well as leveraged on internal resources for its internal audit functions of the Group to perform the review and test of controls of its processes. Mr Soegi Harto is an Indonesian citizen and graduated from the University of Tarumanagara in Jakarta in 1991. He started his career at Siddharta & Siddharta Public Accountant Office, and then held various positions at PT Indocement Tunggal Perkasa, PT Asuransi Sinar Mas, PT Simas Life, PT Kalibesar Raya Utama, and PT Asuransi Chiyoda Indonesia. He has served as head of the internal audit unit for the Group’s Indonesian subsidiaries since December 2009.

The appointed internal auditor reports directly to the AC and is responsible for (i) assessing the reliability, adequacy and effectiveness of the system of internal controls are in place to protect the fund and assets of the Group to ensure control procedures are complied with, (ii) assessing the operations of the business processes under review are conducted efficiently and effectively and (iii) identifying and recommending improvement to internal control procedures, where required.

The internal auditor plans its internal audit schedules in consultation with, but independent of, the Management. The internal audit plan is submitted to the AC for approval prior to the commencement of the internal audit. The AC will review the activities of the internal auditor, including overseeing and monitoring of the implementation of improvements required on internal control weaknesses identified.

The AC is of the opinion that the internal audit firm and internal audit unit are adequately qualified (given, inter alia, its adherence to standards set by internationally recognised professional bodies) and adequately resourced with qualified personnel to discharge its responsibilities effectively, and has appropriate standing within the Company, given, inter alia, its involvement in certain AC meetings and its unfettered access to all the Group’s documents, records, properties and personnel, including direct access to the AC. The AC has reviewed the internal audit reports and based on the controls in place and is satisfied that the internal audit functions have been adequately carried out.

 

 

(D) Shareholder Rights and Engagement

Principle 11: Shareholder Rights and Conduct of General Meetings
The Company treat all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the Company. The Company gives shareholders a balanced and understandable assessment of its performance, position and prospects

Principle 12: Engagement with Shareholders
The Company communicates regularly with its shareholders and facilities the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the Company.

Shareholder Rights
The Group is committed to providing shareholders with adequate, timely and sufficient information pertaining to all major developments that will or expect to have an impact on the Company and/or the Group.

The Group strongly encourages shareholder participation during the AGM which is held in a central location in Singapore, to stay informed of the Company’s goals and strategies and to ensure a high level of accountability by the Management. Shareholders are able to proactively engage the Board and Management on the Group’s business activities, financial performance and other business related matters.

The Company’s Articles allow any shareholder to approve not more than two proxies during his/her absence, to attend and vote on his/her behalf at the general meetings. In addition, pursuant to Section 181(6) of the Companies Act, a shareholder who is a custodial institution or relevant intermediary entitled to attend the meeting and vote is entitled to appoint more than two proxies to attend and vote in his/her behalf, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such shareholder. Where such shareholder appoints more than two proxies, the number and class of shares to be presented by each proxy must be stated. This allows shareholders who hold shares through corporations to attend and participate in the AGM as proxies.

Resolutions requiring shareholders’ approval are tabled separately for adoption at the Company’s general meetings unless they are closely related and are more appropriately tabled together. Reasons, and implication of why resolutions are bundled will be set out in the circulars sent out.

Communication with Shareholders
In line with the Company’s obligations for continuing disclosure, the Board’s policy is for shareholders to be informed of all major developments and transactions that impact the Company and/or the Group.

The Company does not practice selective disclosure. Information is disseminated to shareholders on a transparent and timely basis. All price-sensitive information and financial results announcements are publicly released via SGXNET. Quarterly and full year results as well as the annual reports are announced or issued within the mandatory period.

Shareholders’ meetings are the main forum for communication with the Shareholders. Annual reports and circular, including the notices of meetings are dispatched to all shareholders within the stipulated time before the meeting. The notices of meetings are also published in the newspapers and announced via SGXNET. Apart from the SGXNET announcements and its annual report, the Company updates shareholders on its corporate developments through its corporate website at www.topglobal.com.sg.

The Company has a team of investor relations (“IR”) personnel who focus on facilitating the communications with all stakeholders on a regular basis, to attend to their queries or concerns and to keep the investors public apprised of the Group’s corporate developments and financial performance.

To enable shareholders to contact the Company easily, the contact details of the IR team are set out on the Company’s website at www.topglobal.com.sg. The IR personnel have procedures in place for following up and responding to stakeholders queries.

Shareholder Meetings
Shareholders are encouraged to attend the general meetings of the Company as this is the principal forum for any dialogue they may have with the Directors and Management of the Company. Separate resolutions on each distinct issue are tabled during the general meeting.

The Company’s Articles allow for abstentia voting. To facilitate participation by the shareholders, the Company’s Articles allow any member of the Company who is unable to attend the general meetings to appoint up to two proxies to attend and vote on his/her behalf, other than a relevant intermediary (as defined in the Section 181(6) of the Companies Act) to attend and vote on their behalf. A relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the general meetings.

At the Company’s general meetings, shareholders are given the opportunity to voice their views and ask Directors and/or Management questions regarding the Company and/or the Group. The Company requires all Directors (including the respective chairman of the Board Committees) to be present at all general meetings of shareholders, unless of exigencies. The external auditors are also required to be present to address shareholders’ queries about the conduct of audit and the preparation and content of the independent auditor’s report.

Minutes of the general meetings which include relevant comments and queries from shareholders relating to the agenda of the general meetings together with responses from the Board and Management are prepared and made available on the Company’s corporate website as soon as practicable.

All resolutions are put to vote by poll, and their detailed results including the total number and percentage of votes cast for and against each resolution will be announced via SGXNET after the conclusion of the general meeting. An independent polling agent is appointed by the Company for general meetings who will explain the rules, including the voting procedures that govern the general meetings. All minutes of general meetings will made available to shareholders upon their request.

General Meetings in FY2019

The attendance of Directors at general meetings is as follows:

 

Dr Lam Lee G

Madam Sukmawati @ Oei Siu Hoa

Mr Hano Maeloa

Ms Jennifer Chang Shyre Gwo

Mr Yeo Chin Tuan Daniel

Ms Mimi Yuliana Maeloa

Annual General Meeting  - 30 April 2019

1

1

1

1

Extraordinary General Meeting – 29 November 2019

1

The external auditors are also present to assist the directors in addressing queries from the shareholders on the conduct of audit and the preparation and content of the auditors’ report.

Dividend Policy
The Group currently does not have a fixed dividend policy. The Directors will review, inter alia, the Group’s profit growth, cash position, positive cash flow generated from operations, projected capital requirements for business growth and make appropriate recommendations to the Board on dividend declaration. The Board has not declared dividends for FY2019 as the Directors had deemed it more appropriate to retain the cash in the Group to expand the Group’s business.

(E) Managing Stakeholders Relationships

Principle 13: Engagement with Stakeholders
The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the Company are served

The Group has regularly engaged its stakeholders through various medium and channels to ensure that the business interests are aligned with those of the stakeholders, to understand and address the concerns so as to improve product and service quality, as well as to ensure sustainable business growth.

The stakeholders have been identified as those who are impacted by the Group’s businesses and those who are able to impact the Group’s businesses. The stakeholders groups which have been identified through an assessment of their significance to the Group’s businesses are, namely, customers, suppliers, employees, investors, regulators and community.

The Group has in place a process to assess the environmental, social and governance issues which are important to these stakeholders. The details of the identification of stakeholders and material issues, as well as, the key areas of focus in relation to managing stakeholders relationships are detailed in the Sustainability Report.

The Company will publish Sustainability Report 2019 by 31 May 2020.
All material information on the performance and development of the Group is disclosed in a timely, accurate and comprehensive manner through SGXNET, press releases and the Company’s website. The Company does not practice selective disclosure of material information. All materials on the quarterly, half-yearly and full year financial results are available on the Company’s website – www.topglobal.com.sg.

Material Contracts
There were no material contracts entered into by the Group involving the interest of the CEO, any Director or controlling shareholder of the Company, either still subsisting as at FY2019, or if not then subsisting, entered into since the end of the previous financial year.

Interested Person Transactions (“IPT”)
The Company has established internal control policy to ensure that transactions with interested persons are properly documented and reported on a timely manner to the AC and that they are carried out on normal commercial terms and are not prejudicial to the interests of the Company and its minority shareholders. All IPTs are recorded in an IPT register and subject to quarterly review by the AC.

The Company does not have a general mandate for IPTs. During FY2019, the Group sold an investment property located at 31 Tomlinson Rd, Tomlinson Heights, Singapore 247855, to Ms Mimi Yuliana Maeloa, for a consideration of $7,275,000. The AC has reviewed the terms and conditions of the transaction and has approved the sale. The Board and AC are of the view that the terms of the sale are fair and reasonable and are not prejudicial to the interests of the Company and its minority shareholders.

Dealing in Securities
Pursuant to Rule 1207(19) of the Listing Manual, the Company has adopted the internal code of best practices on dealings in the Company’s securities by the Company, its Directors and officers of the Group. Under the said code, the Company, its Directors and all officers of the Group are not allowed to deal in the Company’s shares while in possession of price-sensitive information and during the period commencing two weeks before the announcement of the Company and Group’s quarterly results and one month before the announcement of the Company and Group’s yearly results and ending on the date of the announcement of the relevant results. In addition, the Company, its Directors and officers of the Group are advised not to deal in the Company’s securities for short term considerations and are expected to observe the insider trading laws at all times even when dealing in Company’s securities within the permitted trading periods.

Code of Business Conduct
The Company has a Code of Business Conduct which all employees are required to observe and comply with for the purpose of maintaining high standards of integrity, professionalism, and business conduct.

Treasury Shares
There were 514,200 treasury shares held by the Company as at 31 December 2019.


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302 Orchard Road
#18-02 Tong Building, Singapore 238862
Tel: (65) 6746 4333 | Fax: (65) 6746 4948

Investor Relations