Changes to regulations and accounting standards are monitored closely by Management. Where regulatory changes have an important bearing on the Company’s or directors’ disclosure obligations, directors are briefed during Board meetings or at specially-convened sessions conducted by professionals.

Newly-appointed directors are given briefings by Management on the business activities of the Group and its strategic directions.

Upon appointment, each director is provided with a formal letter setting out the director’s
duties and obligations. Directors are also provided with relevant information on the Company’s policies and procedures relating to corporate conduct and governance including disclosure of interests in securities, prohibitions on dealings in the Company’s securities, restrictions on disclosure of price sensitive information and the disclosure of interests relating to certain property transactions.

Principle 2: Board Composition and Guidance

The Board comprises 12 directors, with 11 non-executive directors who are independent of Management. Of the 11 non-executive directors, 10 are independent non-executive directors, who are independent of the principal shareholder.

This composition of the Board enables Management to benefit from their external, diverse and objective perspective on issues brought before the Board. It also enables the Board to interact and work with Management through a robust exchange of ideas and views to help shape the strategic process. This, together with a clear separation of the role of the Chairman and the CEO, provides a healthy professional relationship between the Board and Management with clarity of roles, broad overview and robust deliberation on the business activities of the Group.

The Nominating Committee considers Mr Jackson Peter Tai as an independent non-executive director not withstanding his relationship with the Company in respect of Guidance Note 2.1(d) of the Code. Mr Tai is the Chief Executive Officer of DBS Bank which has rendered professional services to the Group in fees aggregating more than $200,000 in the Year 2006. He is regarded by the Nominating Commitee as an independent director as he is able to exercise strong independent judgment in his deliberations in the interests of the Company. He maintains a high standard of conduct, care and duty, and observes the ethical standards of his profession,
and is most conscious of the need to disclose any conflict of interests arising from his
other engagements.

The Board is supported by Board committees to provide independent supervision of Management. These Board committees are the Audit Committee (“AC”), Executive Resource and Compensation Committee (“ERCC”), Finance and Budget Committee (“FBC”), Investment Committee (“IC”), Corporate Disclosure Committee (“CDC”), Nominating Committee (“NC”) and Risk Committee (“RC”). The AC, ERCC and RC are made up of independent or non-executive directors. Other committees may be formed as dictated by business imperatives.

Membership of the various committees is carefully managed to ensure an equitable distribution of responsibility among Board members, to maximise the effectiveness of the Board and foster active participation and contribution from Board members. Diversity of experience and appropriate skills are considered. The Company has also taken steps to ensure that there are appropriate checks and balances between the different committees. Hence, membership of the FBC and IC with more involvement in key business or executive decisions, and membership of the AC with its supervisory role, are mutually exclusive.

Principle 3: Chairman and Chief Executive Officer

The roles and responsibilities between the Chairman and the President and CEO are held by separate individuals. The non-executive Chairman, Dr Hu Tsu Tau, is responsible for
the Board and acts independently in the best interests of the Company and shareholders,
while the President and CEO, Mr Liew Mun Leong, is responsible for the running of the
Group’s businesses.

The Chairman ensures that the members of the Board and Management work together with integrity, competency and moral authority, and that the Board constructively engages Management on strategy, business operations, enterprise risk and other plans.

The President and CEO is a Board member and has full executive responsibilities over the business directions and operational decisions of the Group. The President and CEO, in consultation with the Chairman, schedules regular Board meetings as and when required, and finalises the preparation of the Board meeting agenda. He ensures the quality and timeliness of the flow of information between Management and the Board. He is also responsible for ensuring compliance with corporate governance guidelines.