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DIRECTORS’ REPORT
Directors’ contractual benefits
Except as disclosed in the fnancial statements, since the end of the previous fnancial year, no Director of the Company has received or become
entitled to receive a beneft by reason of a contract made by the Company or a related corporation with the Director, or with a frm of which the
Director is a member, or with a company in which the Director has a substantial fnancial interest.
Old Chang Kee Performance Share Scheme
At the Annual General Meeting held on 25 July 2013, the shareholders of the Company approved the Old Chang Kee Performance Share
Scheme (the “Scheme ”) in relation to the grant of awards (“Awards”) to eligible Group employees and Non-Executive Directors respectively
(“Participants”). Details of the Scheme were set out in the Company’s Circular to shareholders dated 14 April 2009. Awards represent the
right of a Participant to receive fully paid ordinary shares of the Company (“Shares”) free of charge, upon the Participant achieving prescribed
performance targets. Awards may only be vested and consequently any Shares comprised in such Awards shall only be delivered upon the
Committee’s (as defned below) satisfaction that the prescribed performance targets have been achieved.
Awards may be granted at any time in the course of a fnancial year, provided that in the event that an announcement on any matter of any
exceptional nature involving unpublished price sensitive information is imminent, Awards may only be vested and hence any Shares comprised in
such Awards may only be delivered on or after the second market day from the date on which the aforesaid announcement is made.
The committee administrating the Scheme (“Committee”) comprises all members of the Board of Directors. Since the commencement of the
Scheme till the end of the fnancial year, no shares have been granted.
Audit committee
The audit committee (the “AC”) carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Chapter 50.
The AC, having reviewed all non-audit services provided by the external auditors to the Group, is satisfed that the nature and extent of such
services would not affect the independence of the external auditors. The AC has also conducted a review of interested person transactions.
The AC convened four meetings during the fnancial year with full attendance from all members. The AC has also met with internal and external
auditors, without the presence of the Company’s management, at least once a year.
Further details regarding the AC are disclosed in the Report on Corporate Governance.
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Annual Report 2014 •