57
ANNUAL REPORT 2015
CORPORATEGOVERNANCEREPORT
56
BAKERTECHNOLOGYlimited
The tablebelow shows the remunerationof the topfivekeymanagement personnel (whoarenotDirectorsor theCEO) (“KMP”) forFY2015:
TopfiveKMP
Designation
Salary, CPF&
Allowance
(%)
Bonus
(%)
$1,100,000 to$1,200,000
OngThianWheeAlbert
ManagingDirector (SeaDeepShipyardPte. Ltd.)
21
79
$300,000 to$400,000
TanKiangKherng
Chief Financial Officer (Baker TechnologyLimited)
82
18
TanKengTiongAlvin
Senior VicePresident -BusinessDevelopment
(Baker TechnologyLimited)
83
17
TanWeeLee
ManagingDirector (BakerEngineeringPte. Ltd.)
78
22
HeathMcIntyre
ManagingDirector (BT Investment Pte. Ltd.)
90
10
The total remunerationpaid to the topfiveKMPs forFY2015amounted to$2,573,584.
The Company believes that it may not be in the Group’s interest to disclose the remuneration of the KMP to the level as recommended by the Code, given highly
competitivehiring conditionsand theneed to retain theGroup’s talent pool.
EmployeeRelated toDirectors/CEO
Saveasdisclosed in theaboveremuneration table forDirectors, there isnoemployee in theGroupwhoare immediate familymembersofanyof thedirectorsor theCEO
andwhoseremunerationexceeded$50,000duringFY2015. “Immediate familymember”meansspouse, child,adoptedchild,step-child,brother,sisterandparent.
ACCOUNTABILITYANDAUDIT
Principle10:Accountability
The Board, through its announcements of quarterly and full-year results as well as price sensitive issues, aims to provide shareholders with a balanced and
understandableassessment of theGroup’sfinancial performance, positionandprospects.
The Company recognises the importance of providing the Board with a continual flow of relevant information on an accurate and timely basis in order that it may
effectively discharge its duties. On a regular basis, Boardmembers are provided with business and financial reports comparing actual performance with budget,
highlightsonkey business indicatorsandothermajor issues.
For the financial year under review, the CEO and the CFO have provided assurance to theBoard on the integrity of the financial statements for the Company and its
subsidiaries.
Principle11:RiskManagement and InternalControls
TheBoardhasoverall responsibility for themanagement of theGroup’skey risks to safeguard shareholders’ interestsand itsassets.
The Audit Committee (“AC”) assists the Board in providing riskmanagement oversight while the ownership of day-to-day management andmonitoring of existing
internal control systemsaredelegated toManagementwhich comprise theExecutiveDirectorsand senior executivesof theGroup.
TheAC,with theassistanceof the internal auditors, reviews theadequacyandeffectivenessof theCompany’s internal control systems, includingfinancial, operational,
compliance and information technology controls and risksmanagement policies and systems established by theManagement on an annual basis. In addition, the
external auditors will highlight any material control weaknesses within the Group discovered in the course of the statutory audit. Any material findings from both
the internal and external auditors together with the improvement recommendations are reported to the AC. The ACwill review the internal and external auditors’
commentsandfindings, ensure that thereareadequate internal controlswithin theGroupand followuponactions implemented.
As theenvironment inwhich theGroupoperateschanges, risksandopportunitieschange.Under theenterprise-wideriskmanagement framework (“ERMFramework”)
establishedby theCompany,Management at all levelsareexpected toconstantly review thebusinessoperationsand theenvironment that theGroupoperates inorder
to identifyareasandensuremitigatingmeasuresarepromptlydeveloped toaddress these risks.Aspartof the framework, risk registerswereestablished todocument
the key risks, risk appetite, risk tolerance, risk evaluation andmitigating controls. Management will regularly review the key risks, both existing and emerging new
risks; determine thekeyowners for the risks identified; ensuring treatmentmeasures formitigating these risksarepromptlyandproperly implemented; andensuring
policies and controls are compliedwith.Management reports to theAC on a quarterly basis.Mitigating actions and additional countermeasures inmanaging the key
risks, aswell asactionplans toaddress thegapsare consideredanddocumented.
For 2015, theBoard and the AC had in addition received assurance from the CEO and the CFO that theGroup’s financial records have been properlymaintained and
thefinancial statements give a true and fair viewof theGroup’s operations andfinances; andon the adequacy andeffectiveness of theGroup’s riskmanagement and
internal control systems.
Basedon theERMFrameworkestablished,reviewscarriedoutby theAC, theworkperformedby the internalandexternalauditorsandassurance from theManagement,
theBoard, with the concurrence of theAC, is of the opinion that the internal controls and riskmanagement systemsmaintainedbyManagement during thefinancial
year andup to thedateof this report areadequate inaddressingfinancial, operational, complianceand information technology risksand tomeet the current scopeof
theGroup’s business operations. TheAC and theBoardnote that no system of internal controls is capable of providing absolute assurance against the occurrence of
material errors, poor judgment indecision-making, humanerror, losses, fraudor other irregularities.
