KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
44
CORPORATE
GOVERNANCE REPORT
The Company’s Articles of Association allows all shareholders to appoint proxies to attend general meetings
and vote on their behalf. As the authentication of shareholder identity information and other related security
issues still remain a concern, the Group has decided, for the time being, not to implement voting in absentia
by mail, email or fax. Separate resolutions on each distinct issue are tabled at general meetings and
explanatory notes are set out in the notices of general meetings where appropriate. All Directors including
Chairman of the Board and the respective Chairman of the Board Committees, the Management, legal
professionals and the external auditors are intended to be in attendance at the forthcoming AGM to address
any queries of the shareholders.
The Company will record the minutes of general meetings that include substantial and pertinent comments
from shareholders relating to the agenda of the meetings and responses from the Management. Such
minutes will be made available to shareholders upon their written request.
For greater transparency, the Company will put all resolutions to vote by poll at general meetings and an
announcement of the detailed results of the number of votes cast for and against each resolution and the
respective percentages will be made on the same day.
OTHER CORPORATE GOVERNANCE MATTERS
The Company has in place internal codes of conduct and practices for its Board members and employees
on securities transactions while in possession of price-sensitive information and their conduct of business
activities.
DEALINGS IN SECURITIES
(Rule 1204 (19) of the Catalist Rules)
The Company has complied with Rule 1204(19) of the Catalist Rules in relation to dealings in the
Company’s securities by the Directors and all employees of the Group.
The Group has adopted an internal compliance code to provide guidance to its Directors and all employees
of the Group with regards to dealings in the Company’s securities. The code prohibits dealing in the
Company’s securities by the Directors and employees of the Group while in possession of unpublished price
sensitive information. Directors and employees are not allowed to deal in the Company’s securities on short-
term considerations and during the period of two (2) weeks before the date of announcement of its quarterly
financial results and one (1) month before the announcement of the Company’s full year financial results.
The Directors and employees are also required to adhere to the provisions of the Securities and Futures Act
(Chapter 289) of Singapore, Companies Act (Chapter 50) of Singapore, the Catalist Rules and any other
relevant regulations with regards to their securities transactions. They are also expected to observe insider
trading laws at all times even when dealing in securities within the permitted trading period.
INTERESTED PERSON TRANSACTIONS
(Rule 907 of the Catalist Rules)
The Company has established internal control policies to ensure that transactions with interested persons
are reported in a timely manner to the ARC and that the transactions are carried out on an arm’s length
basis and on normal commercial terms that will not be prejudicial to the interests of the Company and its
minority shareholders.
The ARC and the Board have reviewed all interested person transactions for FY2014.There were no
interested party transactions of aggregate value exceeding S$100,000 for FY2014.
