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Corporate Governance

Report for the period 1 January 2014 to 31 December 2014.

The Company's Directors and Management firmly believe that full commitment to high standards of corporate governance is essential to ensure the sustainability of the Company's businesses and performance as well as to safeguard shareholders' interests and maximise long-term shareholder value. They are pleased to confirm that the Company has adhered to the principles and guidelines of the Code of Corporate Governance 2012 (the "Code").

These standards include having clear policies, best practices, and sound internal controls as well as a system of continuous improvements.

Effective corporate governance supports the Company's belief in transparency, and helps it to be forward-looking with fresh ideas, and to be more decisive in the execution of strategies and initiatives.

The Company has received many awards for achieving high standards in corporate governance and transparency. Information on these awards is set out on pages 31 to 33 in the Annual Report 2014.

To further improve its corporate governance, the Company made the following changes in 2014:

As part of Board renewal process, Professor Huang Jing was appointed as an independent and non-executive Director with effect from 1 January 2014. He was also appointed as a member of Board Risk Committee with effect from 17 April 2014. Mr Chan Hon Chew was appointed as a non-independent and non-executive Director with effect from 1 July 2014, and was appointed as a member of the Audit and Boark Risk Committees with effect from 16 August 2014. Mr Lim Ho Kee and Professor Tsui Kai Chong retired from the Board and did not seek re-election at the Company's Annual General Meeting ("AGM") on 17 April 2014.

As required by the Listing Manual of the Singapore Stock Exchange Securities Trading Limited ("SGX-ST"), the sections which follow describe how the company has effectively applied the principles and guidelines of the code.

Board Matters
The Board's Conduct of Affairs
Principle 1: Effective Board to Lead and Control the Company

Board Composition and Guidance
Principle 2: Strong and Independent Element on the Board

Chairman and Chief Executive Officer
Principle 3: Chairman and Chief Executive Officer to be Separate Persons to Ensure Appropriate Balance of Power, Increased Accountability and Greater Capacity of the Board for Independent Decision-Making

Board Membership
Principle 4: Formal and Transparent Process for the Appointment of New Directors

Board Performance
Principle 5: Formal Assessment of the Effectiveness of the Board and Board Committees and the Contribution by Each Director to the Effectiveness of the Board

Access to Information
Principle 6: Board Members to Have Complete, Adequate and Timely Information

Remuneration Matters
Procedures for Developing Remuneration Policies
Principle 7: Formal and Transparent Procedure for Fixing the Remuneration Packages of Individual Directors

Level and Mix of Remuneration
Principle 8: Level and Structure of Director Fees are Aligned with the Long-term Interest of the Company and Appropriate to Attract, Retain and Motivate Directors to Provide Good Stewardship of the Company

Level and structure of key management remuneration are aligned with the long-term interest and risk policies of the company and appropriate to attract, retain and moderate key management to successfully manage the company.

Disclosure on Remuneration
Principle 9: Clear Disclosure on Remuneration Policy, Level and Mix of Remuneration, and the Procedure for Setting Remuneration

Accountability and Audit
Principle 10: Board to Present a Balanced and Understandable Assessment of the Company's Performance, Position and Prospects

Risk Management and Internal Controls
Principle 11: Sound System of Risk Management and Internal Controls

Audit Committee
Principle 12: Establishment of Audit Committee with Written Terms of Reference

Internal Audit
Principle 13: Effective and Independent Internal Audit Function that is Adequately Resourced

Shareholder Rights and Responsibilities
Shareholder Rights
Principle 14: Fair and Equitable Treatment of Shareholders and Protection of Shareholders' Rights

Communication with Shareholders
Principle 15: Regular, Effective and Fair Communication with Shareholders

Conduct of Shareholder Meetings
Principle 16: Greater Shareholder Participation at General Meetings

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