Banyan Tree Holdings Limited (“BTH” or the “Company”, and together with its subsidiaries, the “Group”) is committed to observing and maintaining high standards of corporate governance and sound corporate practices to promote accountability, transparency and shareholders’ value.
This report sets out BTH’s main corporate governance practices which comply with the principles of the Code of Corporate Governance 2018 (the “Code”) issued in August 2018 and which adhere closely to the provisions under the Code. The preparation of this report was also guided by the voluntary Practice Guidance which was issued to complement the Code and which sets out best practice standards for companies.
1 The Board oversees the Company’s business and its performance, working with Senior Management to achieve the Group’s strategic objectives and long-term success, and ensuring that the necessary resources are in place to meet these objectives. The Board’s principal functions include providing leadership, formulation of the Group’s strategic direction, setting its values and ethics, standards of conduct and organisational culture; policies and practices; reviewing annual budgets and financial plans, and monitoring the Group’s performance; approving major investments, divestments and fund-raising exercises; reviewing the Group’s financial performance and holding Management accountable for performance; approving the adequacy and effectiveness of internal controls including financial, operational, compliance and information technology controls; establishing and maintaining a sound risk management framework to effectively monitor and manage risks and assuming the responsibility for corporate governance; approving remuneration policies and guidelines as well as succession planning for the Board and Management, including the appointment and re-appointment of Directors; and ensuring the Group’s compliance with all laws and regulations as may be relevant to its businesses as well as proper accountability within the Company. The Board also regards sustainable development as a core value of the Group. Please refer to the Sustainability Report 2019 for the continual progress made in the Group’s commitment to sustainability and addressing environmental and social concerns in its business operations.
2 The Group has adopted a set of internal controls and guidelines setting out the financial authorisation and approval limits for borrowings, acquisitions and disposals of investments, and operating and capital expenditures. The Board’s approval is required for transactions where the value of these transactions exceeds the approval limits. In addition, matters such as, inter alia, the issue of shares, dividend distributions and other returns to shareholders, the Group’s strategies and objectives, and the announcement of quarterly and full-year results also require the Board’s approval. The Board decides on matters that require its approval and communicates this clearly to Management in writing.
3 Two Board Committees, namely the Audit and Risk Committee (“ARC”) and the Nominating and Remuneration Committee (“NRC”), have been constituted with defined written Charters to assist the Board in the execution of its responsibilities. These Charters set out the compositions, authorities and duties of the Board Committees (including reporting back to the Board), and are reviewed on a regular basis to ensure their continued relevance. The members of both the ARC and NRC are all Independent Directors.
4 The Board and the Board Committees conduct regular scheduled meetings on a quarterly basis, at which Directors actively participate in discussing and deliberating on matters requiring their attention and decision. All Board and Board Committee meetings are scheduled in advance of each calendar year in consultation with the Directors and notified to all Board Members before the start of that calendar year. Ad-hoc meetings are convened when circumstances require. The Independent Directors also set aside time to meet, without the presence of Management (including the Non-Independent Directors), to review their performance in meeting the goals and objectives of the Company, after which the Lead Independent Director will provide any relevant feedback to the Executive Chairman. Where necessary, the Directors also participate in Board meetings via telephonic attendance and video conferencing, as permitted under the Constitution of the Company (the “Constitution”). Directors with multiple board representations ensure that sufficient time and attention are given to the affairs of the Company. Details of each Director’s attendance at Board and Board Committee meetings as well as the Annual General Meeting of the Company (“AGM”) held during the financial year ended 31 December 2019 (“FY2019”) are provided in Table 1 below:
|Board Members||Board||Audit & Risk Committee||Nominating & Remuneration Committee||AGM|
|No. of Meetings Held||4||4||3||1|
|Ariel P Vera||4/4||_3||_3||1/1|
|Chia Chee Ming Timothy||3/4||_3||3/3||1/1|
|Fang Ai Lian||4/4||4/4||_3||1/1|
|Chan Heng Wing||4/4||_3||3/3||1/1|
|Tham Kui Seng||4/4||4/4||_3||1/1|
|Lim Tse Ghow Olivier1||4/4||2/2||1/1||1/1|
|Karen Tay Koh2||2/2||2/2||_3||_|
|Chew Van Hoong Jason||1/4||_3||_3||0/1|
(Alternate Director to Chew Van Hoong Jason)
5 Upon appointment, each new Director is issued with a formal letter of appointment along with materials pertaining to his obligations in relation to disclosure of interests in securities, conflicts of interest and restrictions on dealings in securities. An orientation programme is conducted for new Directors to familiarise themselves with the Group’s businesses, operations, strategic directions, and organisation structure and to get acquainted with Management. Each new Director will also receive information on the relevant policies and procedures of the Group and the Board meeting schedule for the year, as well as a brief of the routine agenda for each Board and Board Committee meeting. When a Director is appointed to a Board Committee, he is provided with a copy of the Charter of the Board Committee. The NRC ensures that each new Director is aware of his/her directorship duties and obligations (including their roles as Executive, Non-Executive and Independent Directors).
6 Any Director who has no prior experience as a director of a listed company is required to undergo training in the roles and responsibilities of a director of a listed issuer as prescribed by the SGX-ST. In particular, they will be encouraged to attend the Listed Entity Director (“LED”) Programme conducted by the Singapore Institute of Directors (“SID”). The Company Secretary will assist such Director with enrolling in the LED Programme. For FY2019, both Mr Chew and Mrs Koh have attended the LED Programme.
7 The Company also provides the Board with updates on developments in laws and regulations or changes in regulatory requirements and financial reporting standards, which are relevant to or may affect the Group’s businesses. The Directors have been periodically updated on various aspects of the Group’s operations through briefings, informal discussions and meetings with Management. As part of the Company’s continuing education for Directors, the Company Secretary circulates articles, reports and news releases issued by the SGX-ST which are relevant to the Group’s businesses for the Board’s information. Also, wherever applicable, meetings are arranged for the Directors to meet with relevant experts on issues which impact the Group’s operating environment. In addition, the Directors are encouraged to attend appropriate relevant external programmes such as those conducted by the SID or seminars organised by the SGX-ST or other professional institutes, at the Company’s expense.
8 In FY2019, the Board and Management held an offsite Strategic Meeting at Banyan Tree Mayakoba which included visits to the Group’s properties and potential development sites situated in Mexico and Cuba. The visit was made in conjunction with the commemoration of Banyan Tree's 25th anniversary and Banyan Tree Mayakoba's 10th anniversary. The Directors interacted with Management in a one-day strategy session, had the opportunity to engage with the key executives and obtained a good understanding of the Group’s operations in these countries in the course of their site visits. The inputs of the Directors in the strategy session provided valuable perspective to the Management.
9 The Directors are provided with Board Papers by Management in advance of each Board and Board Committee meeting to enable them to be properly informed of matters to be discussed and/or approved. These include reports relating to the financial and operational performance of the Group as well as other matters for the decision or information of the Board. The Directors are also given analysts’ reports so that they are apprised of analysts’ views on the Company’s performance. Besides these Board Papers and analysts’ reports, the Directors are also provided with additional information and reports (upon request) which will enable them to have a better understanding of the Group’s business and strategies, the operating environment and the risks faced by the Group.
10 Management provides the Board with management accounts and explanations and information on an on-going basis and as the Board may require from time to time, enabling the Board to make a balanced assessment of and informed decisions on the Company’s and the Group’s performance, position and prospects, and to discharge its duties and responsibilities. Such information consists of consolidated profit and loss accounts, operating profit, and pre-tax profit by the various business segments comparing BTH’s actual performance against the budgets, together with explanations for significant variances. The Directors may also, at any time, request further information or meetings with Management on the Group’s operations.
11 The Board, through its announcements of quarterly and full-year results, aims to provide shareholders with a balanced and clear assessment of the Group’s performance and prospects on a quarterly basis. The Board also ensures timely and full disclosure of material corporate developments to shareholders.
12 The Board reviews and approves the results as well as the relevant announcement before their release on SGXNET. The Board also reviews legal and regulatory compliance reports from Management to ensure that the Group complies with the relevant regulatory requirements.
13 In line with the Group’s continuing commitment to the sustainability of the environment, the Board has opted to receive all its Board Papers electronically for all its Board and Board Committee meetings since August 2013 and has eliminated the need for hard copy Board Papers. The Board Papers are distributed in advance of these meetings and the Board can access and read them on their electronic devices.
14 Each Director has separate and independent access to Management and the Company Secretary. The Company Secretary attends all Board and Board Committee meetings, ensuring that Board procedures are observed and that applicable rules and regulations are complied with. She is responsible for, among other things, advising the Board on corporate and administrative matters as well as all matters relating to corporate governance. The appointment and the removal of the Company Secretary is a matter for the Board as a whole. In FY2019, Ms Shelly Yeo was appointed Company Secretary in place of Ms Jane Teah who retired.
15 The Directors have separate and independent access to independent professional advice as and when necessary to enable them (including the Independent Directors) to discharge their responsibilities effectively and such costs are borne by the Company.
16 In the Singapore Governance and Transparency Index 2019 – General Category (“SGTI 2019”), prepared by the Centre for Governance, Institutions and Organisations of the National University of Singapore’s Business School (“CGIO”), BTH ranked 48 of a total of 578 companies (excluding 123 companies) listed on the SGX-ST which formed the basis of the CGIO's survey and ranking. BTH was placed on the SGX Fast Track programme since the inception of the programme in 2018. SGX Fast Track was introduced on 4 April 2018 in recognition of the efforts and achievements of listed issuers which have upheld high standards of corporate governance and maintained a good compliance track record. In 2019, at the Singapore Corporate Awards event jointly organised by The Business Times, the Singapore Institute of Directors and the Institute of Singapore Chartered Accountants, and supported by the Accounting and Corporate Regulatory Authority and SGX, BTH received Gold for the Best Managed Board Award (“BMBA”). BMBA celebrates companies with multi-dimensional excellence in transparency, accountability, performance orientation, good processes and practices.
PRINCIPLE 2: BOARD COMPOSITION AND GUIDANCE
1 As at the date of this report, the Board comprises 11 Directors, majority of whom are Independent Directors. As such, there is a strong and independent element on the Board. Please see the list of Independent and Non-Independent Directors on page 81 of the Annual Report for FY2019 (“Annual Report”).
2 Each year, the NRC reviews the appropriate size, level of independence and diversity of thought and background in the composition of the Board and Board Committees ensuring that each member has the expertise, skills and attributes to discharge his/her responsibilities effectively. The NRC also ensures that there is an appropriate number of Independent Directors for the Board and each Board Committee. Having considered the nature and scope of the Group’s businesses and the regulatory requirements, the NRC and the Board are of the opinion that the current composition and size of the Board and its Board Committee are appropriate and adequate.
3 The Company has adopted an Equality & Diversity Inclusion Policy which sets the framework for promoting diversity on the Board, recognising that it would enhance the Board’s decision-making process. The diversity, which includes different skillsets, business and industry experience, gender, age, ethnicity and culture, and other relevant factors, would provide various perspectives to the Board and thus better support the Company’s achievement of its strategic objectives. In FY2019, the objective of maintaining female representation on the Board was achieved with the appointment of a female candidate in place of the female director who retired in 2018.
4 BTH was ranked third in the gender diversity ranking introduced in the Singapore Board Diversity Report 2013, a joint initiative between the CGIO and BoardAgender. The ranking took into account, inter alia, the proportion of women and their representation on the Board.
5 The profile of each Director which includes key information regarding academic qualifications, directorships and chairmanships both present and those held over the preceding three years in other listed companies, and other principal commitments, is set out on pages 48 to 51 of this Annual Report. The details of the Directors’ shareholdings can be found under the section on Directors’ interests in shares and debentures on page 99 and 100 of the Directors’ Statement.
PRINCIPLE 3: CHAIRMAN AND CHIEF EXECUTIVE OFFICER
1 The Executive Chairman is responsible for leading the Board in charting the strategic direction and growth of the Group. He also facilitates the effective contribution of all Directors and ensures active and comprehensive Board discussions on Company matters, monitors the translation of the Board’s decisions into executive actions, and fosters constructive dialogue with shareholders and other stakeholders, including at each AGM. The Executive Chairman is also responsible for setting the agenda and ensuring that adequate time is available for discussion of all agenda items, in particular, strategic issues, promoting a culture of openness and debate at the Board, promoting and maintaining a high standard of corporate governance, and ensuring appropriate relations within the Board and between the Board and Management. The Executive Chairman does not participate in the committees such as the NRC and the ARC so that the Independent Directors can freely discuss matters and resolve at the committees level. The Company has not created a separate CEO position as the Board is of the view that that the current Board composition is appropriate and effective for the purposes for which the Board’s roles and responsibilities are set up. The Board is also of the view that with the establishment of the two Board committees, there are adequate safeguards in place to prevent an uneven concentration of power and authority in a single individual.
2 The execution of the Company’s corporate and business strategies and policies, and the conduct of the Group’s businesses have been delegated to a dedicated team of Management comprising the President & Group Managing Director and the Managing Directors of the various Business Units.
3 The Board has appointed Mr Chia as the Lead Independent Director since 28 February 2007 to lead and co-ordinate the activities of the Non-Executive Directors, and to provide leadership in situations where the Executive Chairman is conflicted. The Lead Independent Director is also the Chairman of the NRC. He is available to shareholders where they have concerns and for which contact through the normal channels of communication with the Executive Chairman or the President & Group Managing Director and Managing Directors of the various Business Units has failed to resolve or is inappropriate.
PRINCIPLE 4: BOARD MEMBERSHIP
1 The NRC, chaired by Mr Chia, comprises Mr Chan and Mr Lim, all of whom are Independent Directors. Mr Chia is not directly associated with any substantial shareholder (as defined in the Code) of the Company. Mr Lim was appointed a member of the NRC on 31 May 2019 after he ceased to be a member of the ARC on the same date.
2 In 2018, the Board of Directors approved the formation of a search committee comprising all the Independent Directors to participate in the search for a suitable candidate to fill the vacancy left by Mrs Elizabeth Sam. The search was completed and upon recommendation by the NRC and approval by the Board, Mrs Koh was appointed Independent Director and a member of the ARC on 31 May 2019.
3 The NRC’s functions, which are set out in its Charter, include among others, selection, appointment and re-appointment of Directors and making recommendations to the Board on new Board appointments and re-appointment of Directors (including Alternate Directors). The NRC’s selection process for candidates to be proposed to the Board for new appointments takes into account various factors including the relevant expertise and experience, as well as the age and gender of the candidates, as may be determined by the NRC to be relevant and how these would augment the Board and the Board Committees, particularly if the candidate is nominated to be in the Board Committees. Names of potential candidates are sought through networking contacts and recommendations. The NRC shortlists candidates for nomination and recommends to the Board for approval. The re-appointment of Directors is based on their competencies, commitment and contributions, a review of the range of expertise, performance, skills and attributes of current Board members and the needs of the Board. The NRC also makes recommendations to the Board on the review of training and professional development programmes for the Board and its Directors, and the review of succession plans for the Board and Management, in particular the appointment and/or replacement of the Executive Chairman, the Group Managing Director and key management personnel (as defined in the Code). The NRC also makes recommendations to the Board on the development of a process and criteria for evaluation of the performance of the Board, its Board Committees and Directors.
4 The SGX-ST Listing Manual requires every Director to submit themselves for re-nomination and re-appointment at least once every three years. The Constitution further requires one-third of the Directors (or, the number nearest to but not less than one-third) to retire by rotation and subject themselves to re-election by shareholders at every AGM. New Directors appointed by the Board during the year shall also submit themselves for re-election at the next AGM but shall not be taken into account in determining the number of Directors who are to retire by rotation at that AGM.
5 The NRC also determines the independence of the Directors annually as well as when circumstances change. The process includes the use of a self-assessment questionnaire which each Independent Director is required to complete and submit to the NRC for review, in which the Directors must disclose their relationships with the Company, its related corporations, its substantial shareholders and its officers, if any, which may affect their independence. In its annual review, the NRC, having considered Rule 210(5)(d) of the SGX-ST Listing Manual, the principles and provisions set out in the Code (including Provision 2.1) and the Practice Guidance, has confirmed the status of the Directors as follows:
6 The longest serving Independent Directors since the Company’s initial public offering (“IPO”) in 2006 are Mr Chia and Mrs Fang who have served on the Board for more than nine years based on the date of their first appointment. Mr Chia was appointed a Director in 2001 and became the Lead Independent Director in 2007 after the IPO in 2006 and Mrs Fang was appointed as an Independent Director in 2008.
7 Mr Chan and Mr Tham were appointed in 2012 followed by Mr Lim and Mrs Koh in 2014 and 2019 respectively.
8 The NRC and the Board have given due consideration to Guideline 2.4 of the Code of Corporate Governance 2012 (which continues to operate prior to 1 January 2022 on a comply-or-explain basis), which provides that the independence of any director who has served on the Board beyond nine years from the date of his/her first appointment should be subject to particularly rigorous review. The NRC and the Board have determined that Mr Chia and Mrs Fang are independent notwithstanding that they have served on the Board beyond nine years from the date of their first appointment as they continue to demonstrate strong independence in conduct, character and judgement in the discharge of their responsibilities as Independent Directors. Further, the NRC and the Board are of the opinion that their detailed knowledge of the Group’s businesses continues to be of significant benefit to the Company, and their external experience sitting on the boards of other listed companies provides useful expertise and diversity to the Board. Both Mr Chia and Mrs Fang have abstained from the discussions relating to their respective independence. There have also been changes to the Board since their respective date of first appointment, allowing for progressive refreshing of the Board.
9 The Independent Directors have no affiliations or business relationships with the Company (save as disclosed below in respect of Mr Lim), its related corporations, substantial shareholders or officers, nor do any relationships or circumstances exist which are likely to, or could appear to, interfere with the exercise of their independent business judgement with a view to the best interests of BTH. Mr Lim is a director of Raffles Medical Group (“RMG”). RMG is on the Group’s panel of clinics and was appointed based on an assessment by the Group of the commercial terms offered by RMG, similar to the considerations taken into account in appointing the other panel of clinics. Based on the foregoing reasons, the NRC and the Board have considered Mr Lim as an Independent Director.
10 The Board has implemented a policy whereby the Executive Chairman’s external directorships should be approved by the NRC. The Board has not determined the maximum number of listed company board representations which any Director may hold. Based on the Singapore Board of Directors Survey 2019 organised by the SID and Singapore Exchange, in collaboration with PricewaterhouseCoopers and Singapore University of Social Sciences, the Company understands that (a) 30% of respondent firms imposed a restriction on the number of listed company directorships that their executive directors can hold, (b) 29% of respondent firms imposed a restriction on the number of listed company directorships that their non-executive, non-independent directors can hold and (c) 37% of respondent firms imposed a restriction on the number of listed company directorships that their independent directors can hold. The Board has allowed each Director to personally determine the demands of his/her directorships and obligations and to assess how much time he/she must dedicate in order to serve on the Board effectively. Each of the Directors updates the Company of any changes in his/her external appointments and these changes are noted at the Board meetings. Although some Directors have multiple board representations, the NRC monitors and assesses annually the number of listed company board representations and the principal commitments of each of the Directors. For FY2019, the NRC and the Board, having reviewed the multiple listed company board representations of the Directors and their principal commitments, is satisfied that each of these Directors has dedicated sufficient time and attention to, and is able to perform and has adequately performed, his/her duties as a Director of the Company.
PRINCIPLE 5: BOARD PERFORMANCE
1 The NRC has the responsibility of evaluating the Board’s and Board Committees’ effectiveness. The Company has in place a formal process and objective performance criteria, which were formulated based on recommendations from the NRC, for the Board's assessment of the effectiveness of the Board as a whole, the Board Committees and the contribution by each Director to the effectiveness of the Board and the Board Committees. The Board evaluation process involves each Director completing the Board Evaluation Questionnaire seeking his/her view on factors such as the structure, size and processes of the Board and the Board’s access to information, Management and external experts outside meetings, as well as the effectiveness of the Board as a whole, its Board Committees and the Board’s oversight of the Company’s performance. The responses to the Board Evaluation Questionnaire are compiled by the Company Secretary. No external facilitator has been used. For FY2019, based on the compilation of responses by the Company Secretary, the NRC together with the Executive Chairman evaluated the Board’s performance based on the same set of performance criteria as that of the previous year, and presented the findings, including its recommendations for improvements to the Board. All Directors, except for Mrs Koh, who is newly-appointed, have completed the Board Evaluation Questionnaire. Mrs Koh will contribute to the evaluation of the Board in FY2020. The Executive Chairman abstained from completing the Board Evaluation so as to provide independence to the overall results.
2 The assessment of the performance of the Executive Chairman was undertaken by the NRC based on both qualitative and quantitative performance criteria.
3 The Executive Chairman, together with the Chairman of the NRC, also assessed the performance of individual Directors based on factors which include their attendance, participation at Board and Board Committee meetings and contributions to the Board processes and the business strategies as well as their industry and business knowledge.
4 The Board, having reviewed the feedback from the NRC, was of the view that the Board has met its performance objectives for FY2019.
5 Each member of the NRC abstained from making any recommendations and/or participating in any deliberation concerning the NRC and voting on any resolution in respect of the assessment of his/her own performance or re-nomination as a Director.
PRINCIPLE 6: PROCEDURES FOR DEVELOPING REMUNERATION POLICIES
1 The NRC reviews and makes recommendations to the Board on the level and structure of remuneration of the Board and key management personnel, to ensure they are appropriate and proportionate to the sustained performance and value creation of the Company, taking into account the strategic objectives of the Company, and appropriate to attract, retain and motivate the Directors to provide good stewardship of the Company and key management personnel to successfully manage the Company for the long term. The NRC takes into account all aspects of remuneration, including but not limited to, directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards, benefits-in-kind of the Board, key management personnel and other employees who are related to the controlling shareholders and/or the Directors, and termination terms, to ensure they are fair. In particular, the NRC reviews and makes recommendations to the Board on a framework of remuneration for the Board and key management personnel, and the specific remuneration packages for each Director as well as for key management personnel. The NRC's review of remuneration packages is submitted to the Board for its endorsement. The NRC has direct access to the Head of Group Human Resources and may also seek expert advice from external consultants on executive compensation. Korn Ferry Hay Group (“KFHG”) was engaged to advise on the Company’s share incentive plans to ensure competitive compensation and progressive policies, with suitable and attractive long-term incentives, are in place. KFHG has no relationship with the Company which could affect their independence and objectivity in this regard. No Director is involved in deciding his/her own remuneration or the remuneration of any employees who are related to him/her.
1 The employment contract of the Executive Chairman is automatically renewed every year, unless otherwise terminated by either party giving not less than six months’ notice in writing. The terms of the Executive Chairman’s employment contract do not provide for benefits upon termination of employment with the Company. The employment contracts of the Company’s key management personnel may be terminated by either party giving not less than three months’ notice in writing, which the NRC has reviewed and found to be fair and reasonable. There are no termination, retirement and post-employment benefits granted to the Directors, the Executive Chairman and the top five key management personnel (who are not directors or the CEO). The Company has adopted the use of contractual provisions to allow it to reclaim incentive components of remuneration from the Executive Chairman and its key management personnel in exceptional circumstances of misstatement of financial results, or of misconduct resulting in financial loss to the Company.
2 The remuneration framework for the Non-Executive Directors is evaluated periodically by the NRC, in consultation with KFHG for appropriateness, taking into consideration the level of contribution, effort, time spent, increasing responsibilities and obligations of these Directors, the prevailing market conditions, and referencing the Directors’ fees against comparable benchmarks. The last review of the remuneration framework for Non-Executive Directors was conducted by the NRC in consultation with KFHG in respect of FY2017. In respect of FY2019, the Board agreed with the NRC’s recommendation that the existing fee structure for the Non-Executive Directors is appropriate and it accordingly remains unchanged. The Non-Executive Directors are paid by way of fees in cash only although they are also eligible to participate in the Company’s share-based incentive schemes. All Directors’ fees are subject to shareholders’ approval at the AGM. The framework for determining Non-Executive Directors’ fees is set out in Table 2 below:
|Non-Executive Directors’ Fees|
|Basic Retainer Fee|
|Director||S$45,000 per annum|
|Fee for appointment to Audit & Risk Committee ("ARC")|
|ARC Chairman||S$44,000 per annum|
|ARC Member||S$22,000 per annum|
|Fee for appointment to Nominating & Remuneration Committee ("NRC")|
|NRC Chairman||S$28,000 per annum|
|NRC Member||S$14,000 per annum|
|Fee for Appointment as Lead Independent Director||S$20,000 per annum|
|Attendance fee per Board Meeting||S$1,000*|
3 3The Executive Chairman does not receive Directors’ fees from the Company. His remuneration comprises a base salary, bonus and the Founder’s Grant (as described on page85 of the Annual Report).
4 Table 3 below shows the gross remuneration of the Executive Chairman, Non-Executive Directors as well as the top five key management personnel (who are not Directors or the CEO).
|Name||Salary||Bonus||Other Benefits1||Long-term share-based Incentives||Directors' Fees||Total|
|Ariel P Vera||-||-||3.2%||-||96.8%4||S$92,300|
|Chia Chee Ming Timothy||-||-||2.5%||-||97.5%||S$98,435|
|Fang Ai Lian||-||-||1.2%||-||98.8%||S$94,145|
|Chan Heng Wing||-||-||3.0%||-||97.0%||S$64,920|
|Tham Kui Seng||-||-||2.6%||-||97.4%||S$72,865|
|Lim Tse Ghow Olivier5||-||-||5.4%||-||94.6%||S$70,130|
|Karen Tay Koh6||-||-||20.5%||-||79.5%||S$52,185|
|Chew Van Hoong Jason||-||-||17.9%||-||82.1%||S$57,240|
|Top 5 Key Management Personnel9|
|S$750,000 to S$1,000,000|
|Eddy See Hock Lye||71.2%||14.5%||5.2%||5.8%||3.3%3||100%|
|S$500,000 to S$750,000|
|S$550,000 to S$650,000|
5 The aggregate amount of the total remuneration paid to the top five key management personnel (who are not Directors or the CEO) is S$$3,361,353.
6 As at 16 March 2020, there are two employees who are substantial shareholders of the Company, namely Mr Ho KwonCjan and Ms Claire Chiang, and three employees who are immediate family members of the Executive Chairman, namely Mr Ho KwonCjan (brother), Ms Claire Chiang (spouse) and Ms Ho Ren Yung (daughter). The disclosure of the remuneration of Mr Ho KwonCjan and Ms Claire Chiang is made within bands of S$100,000 as shown on page 84. Ms Ho Ren Yung’s remuneration for FY2019 is within the band of S$200,000 to S$300,000. Mr Ho KwonPing was not involved in the determination of his family members’ remuneration.
7 The Company adopts a remuneration framework for its key management personnel that is responsive to the market elements and performance of the Company and its various Business Units. The Company's remuneration policy comprises a fixed component, a variable component, a provident/superannuation fund, benefits-in-kind and long-term share incentives. The fixed component is in the form of salary whereas the variable component is in the form of various bonus and incentive payments which are linked to the Company’s and individual’s performance. The provident/superannuation fund comprises the Group’s contributions towards the Central Provident Fund or Zurich Provident Fund. The benefits-in-kind component includes spa and gallery vouchers issued by the Company to its employees. The long-term share incentives include performance shares and the Founder’s Grant (as described on page 85 of the Annual Report).
LONG-TERM SHARE INCENTIVES
8 The NRC sets the remuneration guidelines of the Group for each annual period including the Company’s share-based incentive schemes. The Banyan Tree Share Option Scheme and the Banyan Tree Performance Share Plan (which comprises the Performance Share Plan and Restricted Share Plan) (the “Plan”) were adopted at the AGM held on 28 April 2006 and these expired on 27 April 2016. Thereafter, the Company adopted the Banyan Tree Share Award Scheme 2016 (“Share Award Scheme”) at the AGM held on 28 April 2016 to replace the Plan. The Share Award Scheme will be in force for a maximum of 10 years beginning from 28 April 2016. The features of the Share Award Scheme are the same as that of the Plan. The Company did not extend the duration of, or replace, the Banyan Tree Share Option Scheme and the Company has not issued any options to eligible participants pursuant to the Banyan Tree Share Option Scheme. As such, the Share Award Scheme is the only share incentive scheme of the Company in force.
9 The Share Award Scheme and the Plan are/were (as the case may be) introduced to strengthen the Group’s competitiveness in retaining and attracting talented key executives. The Share Award Scheme and the Plan are/were (as the case may be) also aimed at aligning the interests of key executives with that of shareholders, improving performance and achieving sustainable growth for the Company, and fostering an ownership culture among key executives. Under the rules of the Share Award Scheme and the Plan, participants may be granted fully-paid shares or their cash equivalent, when and after pre-determined performance and service conditions are met. The selection of a participant and the number of shares to be awarded under the Share Award Scheme or the Plan are/were (as the case may be) are determined at the discretion of the NRC. The NRC reviews and sets the performance conditions and targets as appropriate and after considering prevailing business conditions. KFHG provided the valuation and vesting computation for the share grants awarded under the Share Award Scheme and the Plan. Details of the Share Award Scheme and the Plan, including the terms and performance conditions, can be found in the Directors’ Statement and Note 42 to the financial statements.
10 For FY2019, 432,600 treasury shares were transferred due to the release of share awards vested under the Share Award Scheme and the Plan. In addition, an initial award of 1,030,350 shares with a potential to acquire an additional award of 712,450 shares (aggregating a total award of 1,742,800 shares) was granted under the Share Award Scheme, subject to pre-determined performance conditions being met.
11 Prior to official listing on the SGX-ST, as stated in the prospectus dated 26 May 2006 in respect of the IPO, the independent shareholders of the Company approved the incentive for the Executive Chairman, Mr Ho, which has been included in his employment agreement. Pursuant to the incentive, Mr Ho shall be entitled to, for each financial year for a period of 10 years beginning from the financial year ended 31 December 2010 and ended in FY2019, an amount equivalent to 5% of the profit before tax of the Group, such amount to be payable in cash or in shares at the sole discretion of the Company (“Founder’s Grant”). The Founder’s Grant aims to secure the continuing commitment of Mr Ho to the Group and to reward him for founding, leading and building up the Group. Mr Ho is entitled to a Founder’s Grant of S$734,492 to be paid in cash for FY2019 but has requested payment be deferred till end of 2020. The Board of Directors has approved the deferred payment.
12 Details of the Founder’s Grant can be found in the Directors’ Statement and Note 42 to the financial statements.
1 The Board is responsible for the governance of risk, including determining the nature and extent, of the significant risks which the Company is willing to take in achieving its strategic objectives and value creation. During the year, the ARC assisted the Board in the oversight of the Group’s risk management processes and activities to mitigate and manage risk at levels that are determined to be acceptable to the Board. The ARC is assisted by the Group Risk Management Committee, which is not a Board Committee and comprises appropriate members of Management, which reports on the Group’s strategic and business risks and the measures taken to address them. On a quarterly basis, all significant risks to the Group and/or properties which have been identified and managed are highlighted at the ARC meetings.
2 The Board has approved a risk framework for the identification of key risks within the business known as the Committee of Sponsoring Organizations of the Treadway Commission Internal Control – Integrated Framework (“COSO Framework”) for assessing the adequacy and effectiveness of BTH’s internal control systems.
3 Under the COSO Framework, internal control is broadly defined as a process effected by the Board and its Management, designed to provide reasonable assurance regarding the achievement of objectives in the following categories:
4 Using the COSO Framework, Management, Risk Management and Internal Audit teams assess the adequacy of internal controls in accordance with the five components of COSO, namely:
5 Major incidents and violations, if any, are also reported to the Board to facilitate the Board’s oversight of the effectiveness of crisis management and the adequacy of mitigating measures taken by Management to address the underlying risks. Certain operating risks are mitigated through insurance management with the assistance of professional global insurance advisers, ensuring adequate coverage for, inter alia, its hotels/resorts and assets. The identification and management of risks lie with the respective Business Units and Management which assume ownership and day-to-day management of these risks. Risk registers are maintained by these operating Business Units that identify the key risks facing the Group’s businesses and the internal controls in place to manage such risks. Management is responsible for the effective implementation of risk management strategy, policies and processes to facilitate the achievement of business plans and goals. Key business risks are proactively identified, addressed and reviewed on an ongoing basis. This includes reviewing the level of business risks associated with the Group’s strategy and the appropriate framework and policies for management that are consistent with BTH’s risk appetite.
6 The ARC provides oversight of the financial reporting risk and the adequacy and effectiveness of the Group’s internal control and compliance systems. The ARC also reviewed the effectiveness of the measures taken by Management including the review of adequacy and timelines of the actions in response to the recommendations made by the Head of Group Internal Audit and External Auditor. The system of internal control and risk management is continually being refined by Management, the ARC and the Board, and is reviewed at least annually.
7 Pursuant to Rule 1207(10) of the SGX-ST Listing Manual, based on the framework established and the annual review conducted by the Management, Head of Group Internal Audit and the External Auditor, the Board, with the concurrence of the ARC, is of the view that the Group’s internal controls (including financial, operational, compliance and information technology controls) and risk management systems were adequate and effective to address financial, operational, compliance and information technology risks which the Group considers relevant and material to its current business environment.
8 The system of internal controls and risk management established by Management provides reasonable, but not absolute, assurance that BTH will not be adversely affected by any event that can be reasonably foreseen as it strives to achieve its business objectives. However, the Board also notes that no system of internal controls and risk management can provide absolute assurance in this regard, or absolute assurance against poor judgement in decision-making, human error, losses, fraud or other irregularities.
9 The Board has also received written assurance from the Executive Chairman and the President & Group Managing Director together with the Vice President, Group Corporate Finance that the financial records of BTH have been properly maintained and the financial statements for the year ended 31 December 2019 give a true and fair view of the Group’s operations and finances. The Board has also received assurance from the Executive Chairman, the President & Group Managing Director, the Vice President, Group Corporate Finance and the Group Risk Committee that the system of risk management and internal controls in place within BTH is adequate and effective in addressing the material risks of the Group in its current business environment, including material financial, operational, and compliance risks including information technology risks and sustainability risks.
In relation to the interim financial statements, the Board provides a negative assurance confirmation to shareholders in line with the requirements of the SGX-ST Listing Rules.
PRINCIPLE 10: AUDIT AND RISK COMMITTEE
1 The ARC, chaired by Mrs Fang, comprises Mr Tham and Mrs Koh, all of whom are Independent Directors. Mr Lim ceased to be a member of the ARC and was replaced by Mrs Koh on 31 May 2019. The Board considers that Mrs Fang, a qualified Chartered Accountant, who has extensive, recent, relevant and practical accounting and financial management knowledge and experience, is well-qualified to chair the ARC. The other members of the ARC, Mr Tham and Mrs Koh, have recent expertise and experience in real estate management and related financial management, and are qualified to discharge their responsibilities as ARC members. The members of the ARC collectively have strong accounting and related financial management expertise and experience and are kept abreast of relevant changes to the accounting standards and issues which have a significant impact on the financial statements through regular updates from the External Auditor during the year. The ARC does not comprise former partners or directors of the Company's External Auditor (a) within a period of two years commencing on the date of their ceasing to be a partner or director of the External Auditor, or (b) who have any financial interest in the External Auditor. The ARC has adopted a Charter that is approved by the Board, the responsibilities of which are detailed under the Directors’ Statement on page 100 of the Annual Report.
2 The ARC meets with the Head of Group Internal Audit and the External Auditor, prior to the commencement of each ARC meeting without the presence of Management at least twice a year. These meetings enable both the Head of Group Internal Audit and the External Auditor to raise issues encountered in the course of their work directly to the ARC.
3 The ARC reviews, with the Head of Group Internal Audit and the External Auditor, their audit plans, the system of internal controls, audit reports, the management letters and the Company’s management response. The ARC also reviews the periodic and full-year results, as well as financial statements of the Company and the Group before submission to the Board for its approval, focusing in particular on changes in accounting policies and procedures, major operating risk areas and on the overview of all the Group’s risks on an integrated basis, including all matters affecting the Group’s performance and the effectiveness of the Group’s key internal controls including financial, operational, compliance and information technology controls. The ARC also reviews all interested person transactions.
4 The ARC commissions and reviews the findings of internal investigations into matters of suspected fraud, irregularity, failure of internal controls, and the infringement of any law, rule or regulation, where necessary.
5 The ARC also oversees the Group’s Whistle-Blowing Policy which provides the mechanism by which employees and the public may, in confidence, raise concerns about possible improprieties. The ARC is satisfied that arrangements are in place for the independent investigations of such improprieties and for appropriate follow-up actions and resolutions. The Whistle-Blowing Policy, including the dedicated whistle-blowing hotline at (+65) 6389 1377 and email address at email@example.com, are made available on BTH’s website. Anonymous disclosures will be accepted and anonymity and confidentiality will be honoured throughout the process.
6 The ARC has also reviewed the Group’s Code of Corporate Conduct and Ethics Policy (including Conflicts of Interest) put in place by the Board which sets out the principles and standards of conduct expected of all its Directors and employees to carry out their duties with honesty, fairness, integrity and professionalism. Directors who face a conflict of interest, in relation to any matter, declare their interest at a meeting of the Directors, and recuse themselves from participating in any discussions and decisions on the matter. Also, Directors and employees must not engage in conduct involving fraud or dishonesty, or commit any act that reflects adversely on the Group’s integrity and professionalism. Standard operating policies have also been adopted by the Group’s various business and operating units to ensure that procedures have been adopted to curb anti-corruption practices by ensuring that, among others:
7 The ARC has explicit authority to investigate any matters within its Charter and has full access to the co-operation of Management and full discretion to invite any Director or Management to attend its meetings. The Company has an Internal Audit team that, together with the External Auditor, reports its findings and recommendations independently to the ARC. The ARC also reviews and considers the performance and compensation of the Head of Group Internal Audit as well as his independence from Management. In FY2019, the ARC assessed the strength of the Internal Audit team and confirmed that the Internal Audit function is independent and effective and that the Internal Audit team is adequately resourced and suitably qualified to discharge its duty.
8 The ARC has undertaken a review of the nature and extent of all non-audit services performed by the External Auditor during the year. Based on this review and other information, the ARC is satisfied and is of the view that such services have not affected their independence. It recommends the re-appointment of the External Auditor. To further maintain the independence of the External Auditor, the ARC ensures that the audit partner in charge of the Group is rotated every five years. The ARC approved the remuneration and terms of the engagement of the External Auditor. The details of the aggregate amount of fees paid to the External Auditor for FY2019 and the breakdown of fees paid in total for audit and non-audit services respectively can be found on page 143 of the Annual Report. In addition, the ARC also reviewed the appointment of different auditors for its subsidiaries or significant associated companies to ensure that the appointment would not compromise the standard and effectiveness of the audit of the Company or its subsidiaries or significant associated companies. The date of appointment and name of the audit partner in charge of the Group’s audit can be found on page 258 of the Annual Report. Also, the names of the auditing firms for its significant subsidiaries and associated companies can be found on pages 166 and 170 of the Annual Report.
9 In the opinion of the Directors, the Group complies with the Code’s provisions on audit committees as well as Rules 712, 715, 716 and 717 of the SGX-ST Listing Manual.
10 In the review of the financial statements for FY2019, the following significant matters impacting the financial statements were discussed with Management and the External Auditor, and were reviewed by the ARC:
|Significant Matters||How the ARC reviewed these matters and what decisions were made|
|Adequacy of loss allowance for long-term receivables (non-property sales) and long-term amounts due from associates||
The ARC considered the Group’s processes and controls in place for monitoring and identifying receivables for collection risks.
The ARC was periodically briefed on the signiﬁcant outstanding receivables, and also discussed with, and sought clariﬁcation with Management, as appropriate, the adequacy of the loss allowance made, and the reasonableness of the assumptions used in the approaches applied by Management to determine the expected credit losses of long-term receivables (non-property sales) and long-term amounts due from associates.
The loss allowance for long-term receivables (non-property sales) and long-term amounts due from associates was also an area of focus for the External Auditor. The External Auditor has included this item as a key audit matter in its audit report for FY2019 on page 103 of this Report.
|Fair value measurement of freehold land and buildings and investment properties||
The ARC considered the appropriateness of the approach and methodology applied to the valuation model in assessing the valuation of the freehold land and buildings and investment properties.
The ARC reviewed the reasonableness of the basis and the inputs used in the valuation model as well as the objectivity, independence and competency of the external valuers appointed to perform the valuations.
The valuation of the freehold land and buildings and investment properties was also an area of focus for the External Auditor. The External Auditor has included this item as a key audit matter in its audit report for FY2019 on page 103 of this Annual Report.
11 The Internal Audit is an independent function within the Company. The Internal Audit Department (“IAD”) has unfettered access to all the Company’s documents, records, properties and personnel, including access to the ARC, and has appropriate standing within the Company. The Head of Group Internal Audit reports directly to the ARC with a dotted-line relationship to the President & Group Managing Director for administrative matters. The ARC decides on the appointment, termination and remuneration of the Head of Group Internal Audit. The ARC also reviews annually the adequacy and effectiveness of the internal audit function.
12 The IAD is staffed by suitably qualified professional staff with the requisite skill sets and experience and comprises eight audit executives, including the Head of Group Internal Audit. The Head of Group Internal Audit ensures that the standards as set out by nationally or internationally recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors are met.
13 The IAD assists the ARC and the Board by performing regular evaluations of the Group’s internal controls, information technology, financial and accounting matters, compliance, business and risk management policies and procedures and ensuring that internal controls are adequate to meet the Group’s requirements.
14 On a quarterly basis, the ARC reviews the IAD’s reports, summary of findings and recommendations at the ARC meetings. The ARC also reviews and approves the annual internal audit plan which is determined in consultation with, but independent of, Management. The proposed scope of the internal audit function under the categories of financial audit, operational audit and information technology audit focuses on the adequacy and effectiveness of internal controls in relation to financial, operational and information technology risks.
15 The Board and Management of the Group attach high importance to having a sound system of internal controls and have been continuously enhancing the Group’s internal audit capacities through additional staffing and/or outsourcing.
(D) SHAREHOLDER RIGHTS AND ENGAGEMENT
(E) MANAGING STAKEHOLDERS RELATIONASHIPS
PRINCIPLE 11: SHAREHOLDER RIGHTS AND CONDUCT OF GENERAL MEETINGS
PRINCIPLE 12: ENGAGEMENT WITH SHAREHOLDERS
PRINCIPLE 13: ENGAGEMENT WITH STAKEHOLDERS
1 All BTH shareholders are treated fairly and equitably in order to enable them to exercise their ownership rights. Shareholders are given opportunities to participate effectively in and vote at general meetings of shareholders and to communicate their views on matters affecting the Company. The Company informs shareholders of the rules, including voting procedures, governing such meetings.
2 All shareholders of the Company are entitled to receive notices of general meetings, which are also advertised in the newspapers and issued via SGXNET. The Board recognises that the AGM is an important forum at which shareholders can communicate their views and raise any relevant queries with the Board and Management regarding the Company and its operations. The Company is in full support of shareholders’ participation at the AGM. The Board and Management are in attendance at the AGM to address questions by shareholders. The External Auditor and legal advisers are also present to assist the Directors in addressing shareholders’ queries relating to the conduct of the audit and the preparation and content of the auditor’s report, as well as clarify any points of law, regulation or meeting procedure that may arise. Chairman may direct certain directors, such as the Lead Independent Director and the ARC Chairman to answer queries on matters related to their roles. The Directors, particularly the Chairman, take the opportunity to interact with shareholders after the AGM, addressing their queries informally.
3 At general meetings, each substantially separate issue is tabled for approval by shareholders in a separate resolution unless the issues are interdependent and linked so as to form one significant proposal. Where the resolutions are "bundled", the Company explains the reasons and material implications in the notice of meeting. After each resolution has been tabled, shareholders can raise questions, participate and communicate their views relating to the matter before it is put to a vote. In support of greater transparency and to allow for an efficient voting system, the Company has during the year opted for electronic poll voting for all resolutions tabled at the AGM. An independent external party is appointed as scrutineer to conduct the AGM voting process, which is independent from the firm appointed to undertake the electronic poll voting process. The results of the electronic poll voting showing the number of votes cast for and against each resolution and the respective percentages are announced at the AGM immediately after each resolution is voted on, and the outcome is published on SGXNET on the same day.
4 The Constitution does not allow a shareholder to vote in absentia at general meetings, except through the appointment of a proxy, attorney or in the case of a corporation, corporate representative, to cast their vote in their stead.
5 A registered shareholder may appoint one or two proxies to attend the AGM and vote. Under the Companies Act, a member which is a relevant intermediary (as defined in the Companies Act), which generally includes Singapore banks and nominee or custodial service providers, as well as the Central Provident Fund Board, may appoint more than two proxies to attend, speak and vote at the AGM, provided that each appointed proxy represents a different share or shares held by such member.
6 The Constitution provides that documents to be sent to shareholders can be sent via electronic communications. Accordingly, the Company has made available a digital format of the Annual Report together with a copy of the notice of AGM and proxy form as well as the Company’s Letter to Shareholders on its corporate website at http://investor.banyantree.com. All shareholders will receive a copy of the notice of AGM, proxy form and request form for hard copies of the Annual Report and/or Letter to Shareholders. The Company will also publish its minutes of general meetings, which record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the Board and Management, on its corporate website at http://investor.banyantree.com.
7 The Company’s Dividend Policy seeks to maximise shareholder value and encourage shareholder loyalty with predictable annual growth in dividend payout which is not impacted by profit volatility. With that objective, the Company’s Dividend Policy is based on the principles of stability, predictability and managed growth, and is outlined as follows:
8 The recent COVID-19 situation has caused uncertainties to the business performance of the Group since the beginning of 2020. For prudence, the Board of Directors has not recommended any dividend to be paid for FY2019 but may consider paying an interim dividend in FY2020 when the COVID-19 situation has stabilised.
9 The Company has in place an investor relations policy which serves to provide high quality, meaningful and timely information to improve the shareholders’ and investors’ understanding of the Company, and allows for an ongoing exchange of views so as to actively engage and promote regular, effective and fair communication with shareholders. It adopts the practice of regularly communicating major developments in its businesses and operations through SGXNET and, where appropriate, directly to shareholders, other investors, analysts, the media, the public and its employees. In FY2019, the Company held a media and analysts’ briefing upon the release of its full-year results. These releases were also made available on the Company’s website, http://investor.banyantree.com.
10 To allow the Company's shareholders to communicate their views on various matters affecting the Company, and in order to solicit and understand the views of shareholders, the Company has an investor relations team (“IR Team”) that communicates with its shareholders and analysts regularly and attends to their queries. The IR Team also manages the dissemination of corporate information to the media, the public, as well as institutional investors and public shareholders, and promotes relations with and acts as liaison for such entities and parties.
11 As part of its overall responsibility to ensure that the best interests of the Company are served, the Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders. As part of the Company's strategy in managing stakeholder relationships, the Company has put in place arrangements to identify and engage with its material stakeholder groups and to manage its relationship with such groups. Such stakeholders include property buyers, hotel guests, employees, contractors, suppliers, government and regulators, community shareholders and investors. The Company engages its stakeholders through various channels to ensure that the business interests of the Group are balanced against the needs and interests of its stakeholders. For more information on the Company’s stakeholder engagement, please refer to the Company’s 2019 Sustainability Report.
12 To communicate and engage with stakeholders, which has been a key area of focus in relation to the Company's management of stakeholder relationships in FY2019, all material information is published on SGXNET and through media releases and all corporate announcements released on SGXNET are made available on the Company's investor website, http://investor.banyantree.com. The Company also maintains an investor email address at firstname.lastname@example.org to communicate and engage with its shareholders and stakeholders, and a website at www.banyantreeglobalfoundation.com for its communication and engagement with stakeholders in relation to corporate social responsibility.
13 To facilitate communication between the Board and shareholders and other stakeholders of the Company, Mr Chia, who is the Lead Independent Director and Chairman of the NRC can be contacted via email at email@example.com.
DEALING IN SECURITIES
1 The Company has adopted an internal code on securities trading, which provides guidance and internal regulation with regard to dealings in the Company’s securities by its Directors and officers. The Company’s internal code is modelled on Rule 1207(19) of the SGX-ST Listing Manual. The Company’s internal code prohibits its Directors and officers from dealing in listed securities of the Company while in possession of unpublished, material and price-sensitive information in relation to such securities and during the “closed period”, which is defined as two weeks before the date of announcement of results for each of the first three quarters of the Company’s financial year, and one month before the date of announcement of the full-year financial results. Directors and officers are also prohibited from dealing in the Company’s securities on short-term considerations. They are also advised to be mindful of the law on insider trading and ensure that their dealings in securities do not contravene the law on insider trading under the Securities and Futures Act, and the Companies Act. The Company issues quarterly reminders to its Directors, relevant officers and employees on the restrictions in dealing in listed securities of the Company as set out above in compliance with Rule 1207(19) of the SGX-ST Listing Manual.
INTERESTED PERSON TRANSACTIONS
1 Shareholders have adopted a Shareholders’ Mandate in respect of interested person transactions of the Company. The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the ARC, and that the transactions are carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders. The Company’s disclosure in respect of interested person transactions for the year is set out on page 95 of this Annual Report.