Page 29 - ar2013

MTQ Corporat ion Limi ted Annual Repor t 2012/13

27

CORPORATE GOVERNANCE REPORT

Principle 15 : Greater Shareholders’ Participation

Shareholders are informed of shareholders’ meetings through notices published in the Business Times, and reports or circulars sent to

all shareholders. The information is also made available on the SGX-ST’s website. If any shareholder is unable to attend, the Articles

have made provisions for shareholders to appoint a proxy or proxies to attend and vote on their behalf. The Company is however,

not implementing absentia voting methods such as mail, e-mail or fax until the security, integrity and other pertinent issues have been

addressed satisfactorily.

Shareholders are also given the opportunity to enquire from Directors, Chairpersons of the Board Committees, management and

external auditors on any matters concerning the Company and Group during the Company’s Annual General Meeting.

At the shareholders’ meetings, separate resolutions are set for each distinct issue.

Dealing In Securities

The Company has adopted an internal code to provide guidance to its officers in regards to trading in the Company’s securities

by Directors and officers. Directors and officers of the Company are advised against dealing in securities of the Company two

weeks before the release of the quarterly results and one month before the release of full-year results and ending on the date of

announcement of the relevant results. Directors and officers are also advised against dealing in securities when they are in possession

of unpublished price sensitive information and on short-term considerations.

In addition, the Company Secretary has, from time to time, updated the Directors and officers with regulations on prohibitions on

dealing in the Company’s securities.

Meeting Attendance Report

Directors

Board of Directors

Audit Committee

Remuneration

Committee

No. of meetings

held attended held attended held attended

Kuah Kok Kim

(Non-Executive Chairman)

6

5

4

4*

2

–

Kuah Boon Wee

(Executive)

6

4

4*

2

2*

Nicholas Campbell Cocks

(Independent)

6

4

4*

2

Chew Soo Lin

(Independent)

6

4

2

–

Christopher Ho Han Siong

(Independent)

6

5

4

3

2

1*

Huang Yuan Chiang

(Independent)

6

4

2

Ong Choo Eng

(Independent)

6

4

–

2

*

Attendance by invitation

Material Contracts

(SGX-ST Listing Rule 1207(8))

Except as disclosed in the financial statements, there are no material contracts of the Company and of the Group involving the

interests of the Group CEO, each Director or controlling shareholders, either still subsisting at the end of the financial year or if not

then subsisting, entered into since the end of the previous financial year.

Interested Person Transactions

(SGX-ST Listing Rule 907)

The Group has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the

Audit Committee and that the transactions are on an arms’ length basis.

The Group does not have a general mandate from shareholders for interested person transactions pursuant to Rule 920 of the Listing

Manual of SGX-ST. There was no interested person transaction entered into by the Group in excess of S$100,000 during the year

under review.