The Company has adopted an internal policy governing procedures for the identification, approval and monitoring of transactions with interested persons. All interested person transactions (“IPT”) are subject to review by the AC every quarter to ensure that they are carried out at arm’s length and the relevant rules in Chapter 9 of the Listing Manual of SGX-ST are complied with.
In the event that the Company or any of its subsidiaries proposes to enter into a contract or other transaction with one or more Directors or with a corporation, firm, association or other entity in which one or more of the Directors have a substantial financial interest or are officers or directors, the Directors interested in the transaction shall:
In considering any transaction, the Board shall satisfy itself that the transaction is fair and reasonable to the Company and/or subsidiaries and does not constitute an excess benefit to the Director interested in the transaction. Wherever feasible, the Board shall approve an IPT only after obtaining at least 2 other quotations from unrelated third parties for comparison, to ensure that the interests of minority Shareholders are not prejudiced. The fee for services shall not be higher than the most competitive fee of the 2 other quotations from unrelated third parties. In determining the most competitive fee, the service provider, quality, delivery time and track record will all be taken into consideration.
When reviewing the IPTs, the Director interested in the transaction will not be consulted in the selection process and will not be given the quotations received from the other service providers.
In any instance where the Board approves an IPT, the minutes of the meetings where such transaction is approved shall note:
Currently, the Company is not required to have a general mandate from its shareholders in relation to IPT as the aggregate value of IPT transactions is below the threshold level as set out in the Listing Manual of the SGX-ST.
For the financial year ended 31 December 2017, there were no interested person transactions exceeding $100,000 in aggregate for the financial year under review (excluding transactions less than $100,000 and transactions conducted under shareholders’ mandate pursuant to Rule 920).
Save for the Service Agreements entered into with Dr Dora Hoan Beng Mui, Dr Doreen Tan Nee Moi and Mr Huang Ban Chin, which are still subsisting as at the end of FY2017, there are no material contracts involving the interests of the CEO, the directors or controlling shareholders entered into by the Group which are still subsisting as at the end of the financial year or entered into during the financial year.