Corporate
Governance
Corporate
Governance
63
BAKER TECHNOLOGY LIMITEDANNUAL REPORT 2012
62
BAKER TECHNOLOGY LIMITEDANNUAL REPORT 2012
GreaterShareholderParticipation
Principle15:
Companies should encourage greater shareholder
participation at AGMs and allow shareholders the
opportunity to communicate their views on various
matters affecting the company.
TheCompany is in full support of theCode’s principle to
encourage active shareholder participation at AGM. Its
Articles of Association allow amember entitled to attend
and vote to appoint a proxy to attend and vote instead
of themember andalsoprovide that aproxyneednot be
a member of the Company. Voting in absentia by mail,
email and fax is currently not permitted to ensure proper
authentication of the identity of shareholders and their
voting intentions.
Resolutions to be passedat general meetings are always
separate and distinct in terms of issue and are consistent
with the Code’s recommendation that companies
avoid ‘bundling’ resolutions unless the resolutions are
interdependent and linked so as to form one significant
proposal.
Board members and Management are present at
each general meeting to respond to questions from
shareholders. The Company’s external auditors are
also present at AGMs to assist the Board in addressing
queries from shareholders.
DEALINGS INSECURITIES
The Group has issued internal guidelines on dealings
in the securities of the Company to the Directors and
employees of the Company and its subsidiaries. During
the year, the Group’s “black-out” policy was revised
and nowDirectors and employees are advised that they
are prohibited from dealing in the Company’s shares
during the period commencing two weeks before the
announcement of the Company’s financial results for
each of the first three quarters of its financial year; and
one month before the announcement of the Company’s
full year financial results, and ending on the date of the
announcement of the relevant results.
Directors and officers are required to comply with and
observe the laws on insider trading even if they trade
in the Company’s shares outside the prohibited periods.
They should not deal in the shares of the Company on
short-term basis and should be mindful of the law on
insider trading.
ADDITIONAL INFORMATION
INTERESTEDPERSON TRANSACTIONSPOLICY
All interested person transactions are subject to review
by the AC. The aggregate value of interested person
transactions entered into for the financial year under
review is as follows:
Nameof interestedperson
Aggregatevalueof all interested
person transactionsduring the
financial year under review
(excluding transactions less than
$100,000)
MrWongKwanSengRobert
$131,783*
* Theamount, for theprovisionof legal services,was paid toStraits Law
Practice LLC, afirm inwhichMrWongKwanSengRobert is a shareholder
anddirector.
MATERIALCONTRACTS
Except as disclosed under the section on Interested
Person Transactions above, there were no material
contracts of the Company and its subsidiaries involving
the interests of the chief executive officer, each director
or controlling shareholder, either still subsisting at the
endof the financial year or if not then subsisting, entered
into since the end of the previous financial year.
MAJORPROPERTY
TheCompany’s subsidiary, SeaDeep Shipyard Pte. Ltd. holds the following property in Singapore:
Location
Description
Tenure of land
Area
(sqm)
Openmarket
valuation
(
S$’000)
6Pioneer Sector 1,
Singapore628418
Apurpose-built shipyard complexwith
single-storeyworkshops, 3-storeyoffice,
stores,water frontageandpaint
blasting/open fabricating
Expiringon31
December 2023
31,094
2,300
KEY EXECUTIVES’ REMUNERATION
Nameof top three
keyexecutives
Designation
Salary&
CPF
(S$)
Bonus
(S$)
Allowance&
other benefits
(S$)
Total
(S$)
Ong ThianWheeAlbert
ManagingDirector
(SeaDeepShipyardPte. Ltd.)
245,625
1,218,482
7,066
1,471,173
TanKeng TiongAlvin
Senior VicePresident –
BusinessDevelopment
(Baker Technology Limited)
178,540
82,470
26,400
287,410
TanKiangKherng
Financial Controller
(Baker Technology Limited)
178,540
116,832
26,400
321,772
