CORPORATE GOVERNANCE STATEMENT
YEAR ENDED 31 DECEMBER 2015
The Company has a whistle blowing policy which provides a mechanism for staff of the Group in Singapore to in confidence, raise
concerns about fraud and other possible improprieties in matters of financial reporting or other matters. The whistle blowing policy has
a well-defined process which begins with a complaint being submitted via e-mail to the Chairman of the Audit and Risk Management
Committee, who will then perform a preliminary review of the complaint received. If he determines that the complaint is valid and within
the scope of the whistle blowing policy, he will report it to the Audit and Risk Management Committee accordingly, which will review the
facts of the complaint and follow-up with the appropriate course of action. The Company’s whistle blowing policy provides assurance that
employees will be protected from reprisals for whistle blowing in good faith. Anonymous complaints are not disregarded and will also be
investigated. No whistle blowing report was received in FY2015.
The Audit and Risk Management Committee also meets with the management, the Vice President (Accounts and Finance) and external
auditors to discuss and keep abreast of any changes to the accounting standards and issues which could have a direct impact on the
Group or Company’s financial statements.
COMMUNICATION WITH SHAREHOLDERS (Principles 14, 15 and 16 of the Code)
The Company ensures that timely and adequate disclosure of information on matters of material impact on the Company and the Group
are made to the shareholders. Any such information, should they arise, are communicated to the shareholders through the Company’s
annual reports and announcements released via SGXNET. Shareholders are encouraged to attend the annual general meetings and
extraordinary general meetings of the Company to ensure high level of accountability and to stay appraised of the Group’s strategy
and goals. At the annual general meeting, the shareholders are given an opportunity to air their views and ask questions regarding the
Company and the Group. The Board and management are present at the annual general meetings to address any questions that the
shareholders may have. The external auditors of the Company are also present to assist the Board in addressing relevant queries by
the shareholders. Shareholders have the opportunity to vote in person or by proxy. All resolutions at the annual general meeting are put
to the vote by way of poll and the detailed results of the voting for each of the resolutions are announced on the SGX-ST. The Company
Secretary prepares minutes of general meetings that includes a summary of comments or queries made by shareholders during that
meeting, and responses from the Board. Generally, during general meetings, shareholders are invited to raise questions, and this would
be recorded in the minutes.
The Company believes in regular, effective and fair communication with the shareholders. The Company’s website is at
. The Company’s latest annual reports, financial results, corporate announcements and share trading information
are available on the Company’s website. The Company also provides an email alert service so that shareholders and investors may be
automatically alerted by email once the Company releases any announcements or filings on the SGX-ST.
The Company’s dividend policy is to distribute dividends based on the Company’s performance, taking into consideration the resources
needed for the Company’s continuing operations and possible future plans. The declaration and payment of any dividends will be
recommended by the Directors and the final dividend (if any) will be subject to the approval of the shareholders.
INTERESTED PERSON TRANSACTIONS
During FY2015, there were no interested person transactions (excluding transactions less than $100,000) entered into by the Group.
The Company does not have a shareholders’ mandate for interested person transactions pursuant to Rule 920 of the Listing Manual of
the SGX-ST.
MATERIAL CONTRACTS
Save for the interested person transactions disclosed in Note 32 (Related Parties) to the Financial Statements, there were no other
material contracts of the Company or its subsidiaries involving the interests of the chief executive officer, each Director or controlling
shareholder, 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.
SECURITIES TRANSACTIONS
The Company has adopted the Hong Fok Corporation Limited Best Practices Guide (Dealings in Company’s Securities) (the “Guide”).
The Guide sets out,
inter alia
, the restrictions on insider trading under the Securities and Futures Act, Chapter 289, the implications of
insider trading as well as guidelines on dealings in securities. In addition, the Guide further elaborates that an officer of the Company
should not deal in the securities of the Company on short-term considerations and the Company and its officers should not deal in the
securities of the Company during the period commencing two weeks before the announcement of the Company’s financial statements
for each of the first three quarters of its financial year, or one month before its half year or financial year, as the case may be, and ending
on the date of announcement of the relevant results.
HONG FOK CORPORATION LIMITED
ANNUAL REPORT 2015
20
