Singapore Code of Corporate Governance 2012 Earlier versions – 2001 and 2005 Effective from Nov 2012 http://www.mas.gov.sg/Regulations-and-Financial-Stability/Regulatory-and-Supervisory-Framework/Corporate-Governance/Corporate-Governance-of-Listed-Companies/Code-of-Corporate-Governance.aspx Covers five main areas: 1. Board matters 2. Remuneration matters 3. Accountability and audit 4. Communication with shareholders 5. Disclosure of CG arrangements

Board Matters (6 Aspects) 1. Board’s Conduct of Affairs - every company headed by effective board - board role comprise monitoring, service, strategy and resource provision

1. Board Matters (6 Aspects) 2. Board Composition - strong and independent element on board. At least 1/3 of the members should be independent - The independent directors should make up at least half of the Board where: (a) the Chairman of the Board (the "Chairman") and the chief executive officer (or equivalent) (the "CEO") is the same person (b) the Chairman and the CEO are immediate family members (c) the Chairman is part of the management team; or (d) the Chairman is not an independent director

‘Independent Director’ An "independent" director is one who has no relationship with the company, its related corporations, its 10% shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director's independent business judgement with a view to the best interests of the company.

Board Matters (6 Aspects) - Every company should appoint an independent director to be the lead independent director where: (a) the Chairman and the CEO is the same person; (b) the Chairman and the CEO are immediate family members; (c) the Chairman is part of the management team; or (d) the Chairman is not an independent director. The lead independent director (if appointed) should be available to shareholders where they have concerns and for which contact through the normal channels of the Chairman, the CEO or the chief financial officer (or equivalent) (the "CFO") has failed to resolve or is inappropriate. -

Board Matters (6 Aspects) - Led by the lead independent director, the independent directors should meet periodically without the presence of the other directors, and the lead independent director should provide feedback to the Chairman after such meetings.

Board Matters (6 Aspects) 3. Chairman and CEO - clear division of responsibilities 4. Board Membership - formal and transparent process for appointment of new directors, under the care of Nomination committee - Nomination comm to comprise at least 3 directors, majority of whom, including the chairman of NC, should be independent.

Board Matters (6 Aspects) 5. Board Performance - formal assessment of overall board and individual directors 6. Access to Information - provide timely, adequate information prior to board meetings and on-going basis

2. Remuneration Matters Formal and transparent procedure Remuneration Committee to comprise non-exec directors, majority of whom, including the chairman of RC, should be independent. Level of remuneration appropriate to attract, retain and motivate directors The company should fully disclose the remuneration of each individual director and the CEO on a named basis Breakdown of remuneration in % terms of base/fixed salary, variable salary, benefits in kinds, stock option and other long-term benefits

3. Accountability and Audit Audit Committee to comprise at least 3 directors, all non-exec directors, majority of whom, including the chairman of AC, should be independent. Board ensure that management maintains a sound system of internal controls Presence of Internal audit – in-house, outsourced, major shareholder, holding coy/ parent coy/controlling enterprise

4. Communication with Shareholders Companies should disclose information on timely basis Shareholders should have the opportunity to participate effectively and to vote in AGMs. They should be allowed to vote in person or in absentia (through proxy and return of mail/email/fax).

5. Disclosure of CG Arrangements SGX requires listed companies to describe in annual reports CG practices as well as disclose and explain deviation