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Corporate Governance

Board Committees

Nominating Committee

Code Guideline 4.1 Nominating Committee to comprise at least three directors, majority of whom independent; chairman not associated with a substantial shareholder The NC, regulated by a set of written terms of reference, comprises 4 members, a majority of whom, including the Chairman, are independent non-executive directors. The members of the NC are as follows: Mr Ronnie Teo Heng Hock (Chairman)
Mr Ang Miah Khiang
Mr Rajan Menon
Mr Kazuhiko Yoshida (Executive Director)

The Directors consider Mr Teo Heng Hock, Mr Ang Miah Khiang and Mr Rajan Menon to be independent as they do not have any existing business or professional relationships with the Group 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.
Code Principle 4 Nominating Committee The principle functions of the NC stipulated in its terms of reference are summarised as follows:
  1. Reviews and makes recommendations to the Board on all board appointments;
  2. Reviews the Board structure, size and composition and makes recommendations to the Board with regards to any adjustments that are deemed necessary;
  3. Determines the independence of the Board;
  4. Makes recommendations to the Board for the continuation of services of any director who has reached the age of 60 (sixty) or otherwise;
  5. Assesses the effectiveness of the Board and the academic and professional qualifications of each individual director; and
  6. Reviews and recommends directors retiring by rotation for re-election at each Annual General Meeting ("AGM").

Code Principle 4.2: Re-nomination and re-election of directors

In accordance with the Company's Articles of Association, one third, or if their number is not a multiple of three, the number nearest to but not less than one-third of the directors are required to retire from office by rotation at each AGM, (provided that no director holding office as Executive Director whose term of office under a service contract with the Company is a fixed term that is unexpired and continuing as at the time of the relevant annual general meeting, shall be subject to retirement by rotation or be taken into account in determining the number of directors to retire). All newly appointed directors will have to retire at the next AGM following their appointments. The retiring directors are eligible to offer themselves for re-election. The NC had recommended the reelection of the following directors who will be retiring at the forthcoming AGM: 1. Mr Ronnie Teo Heng Hock (Article 100)
2. Mr Robert Van Jin Nien (Article 100)
3. Mr Rong-Jong Owng (Article 103)
4. Mr Paul Chang (Article 103)
5. Mr Rajan Menon (Article 103)

The Board has accepted the NC's recommendation and accordingly, the above-mentioned directors will be offering themselves for re-election at the forthcoming AGM.

Each member of the NC has abstained from reviewing and approving his own re-election.
Code Principle 4.3: Independence of Directors The NC has reviewed the independence of each director for FY2008 in accordance with the Code's definition of independence and is satisfied that one-third of the Board comprises independent nonexecutive directors.
Code Principle 4.4: Multiple board representations Notwithstanding that some of the Directors have multiple board representations, the NC is satisfied that each Director is able to and has been adequately carrying out his duties as a director of the Company.
Code Guideline 4.5 : Description of process of selection and appointment of new directors The search and nomination process for new directors, if any, will be through search companies, contacts and recommendations that go through the normal selection process for the right candidate.
Code Guideline 4.6 : Key Information regarding Directors The Directors who held office during the year up to the date of this report are as follows:

Executive Directors:
Mr Kazuhiko Yoshida
Mr Michio Tanamoto

Non-Executive Directors:
Mr Robert Van Jin Nien
Mr Paul Chang (appointed 18 April 2008)
Mr Rong-Jong Owng (appointed 18 April 2008)

Independent Non-Executive Directors:
Mr Ang Miah Khiang
Mr Ronnie Teo Heng Hock
Mr Rajan Menon (appointed 18 April 2008)

Click here to view their profiles
Code Principle 5: Board Performance The NC is responsible for assessing the effectiveness of the Board as a whole and for assessing the contribution of each individual Director. The NC is also responsible for deciding how the Board's performance may be evaluated and proposes objective performance criteria for the Board's approval and implementing corporate governance measures to achieve good stewardship of the Company.

In FY2008, the NC adopted a formal system of evaluating the Board as a whole. A Board performance evaluation was carried out to assess and evaluate the Board's composition, size and expertise, timeliness of Board information as well as Board accountability and processes. The objective of the evaluation exercise is to uncover strengths and challenges so that the Board is in a better position to provide the required expertise and oversight.
Code Principle 6 : Access to information Guideline 6.1: Board members to be provided with timely information

Guideline 6.2: To include background and explanatory information

 The members of the Board are provided with adequate and timely information prior to Board meetings, and on an on-going basis. The Board has separate and independent access to the Group's senior management and the Company Secretary at all times. Requests for information from the Board are dealt with promptly by management. The Board is informed of all material events and transactions as and when they occur.
Guideline 6.3: Role of Company Secretary The Company Secretary provides corporate secretarial support to the Board and ensures adherence to Board procedures and relevant rules and regulations which are applicable to the Company.
Guideline 6.5: Procedure for board to take independent professional advice at company's cost The Board seeks independent professional advice as and when necessary to enable it to discharge its responsibilities effectively. The directors, whether as a group or individually, may seek and obtain legal and other independent professional advice, at the Company's expense, concerning any aspect of the Group's operations or undertakings in order to fulfill their roles and responsibilities as directors.
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Remuneration Committee

Code Principles 7: Remuneration Matters

Guideline 7.1 : RC to consist entirely NEDs; majority, including RC chairman, must be independent		 The RC, regulated by a set of written terms of reference, comprises 4 members, all of whom are independent non-executive directors as follows:

Mr Rajan Menon (Chairman)
Mr Ang Miah Khiang
Mr Ronnie Teo Heng Hock
Mr Robert Van Jin Nien
Code Guideline 7.2: Duties of Remuneration Committee The RC reviews and recommends to the Board the fees for independent non-executive directors subject to shareholders' approval at the AGM and all service contracts and terms of employment of the executive directors and senior executives. Each member of the RC will abstain from reviewing and approving his own remuneration.
Code Principle 8 : Level and Mix of Remuneration The Company's remuneration policy is to provide compensation packages at market rates which reward good performance and attract, retain and motivate directors and managers. All aspects of remuneration, including but not limited to directors' fees, salaries, allowances, bonuses, options issued under the Uni-Asia Share Option Scheme and benefits in kinds shall be covered by the RC.
Code Guideline 8.1 : Package should align executive directors' interests with shareholders' interest The Company has entered into separate service agreements ("Service Agreements") with the executive directors, Mr Kazuhiko Yoshida and Mr Michio Tanamoto. The Service Agreements of Mr Kazuhiko Yoshida and Mr Michio Tanamoto are for an initial term of three years with effect from 7 August 2007.

The term of service shall be renewed and extended automatically on the expiry of such initial term for an indefinite term, unless and until either party has given at least six months' written notice of termination or unless the employment is summarily terminated upon any breach by the employee.

Under the Service Agreements, the housing allowance of the executive directors is subject to annual review by the Board after the first year of appointment.
Code Guideline 8.2 : Remuneration to consider contribution, effort, time spent and responsibilities Non-executive directors ("NEDs") are remunerated under a framework of fixed fees for serving on the board and board committees. Fees for NEDs are subject to the approval of shareholders at the AGM. Executive directors do not receive directors' fees.
Code Principle 9 : Disclosure of Remuneration The remuneration of directors and key executives during FY2008 are as follows:

Breakdown of Remuneration in Percentage (%)
Directors of the Company Salary % Bonus % Other Benefits % Fees % Total %
Executive Directors
S$250,001 to S$500,000
Mr Kazuhiko Yoshida
Executive
52
-
48
-
100
Mr Michio Tanamoto
Executive
54
-
46
-
100
S$250,000 and below
Mr Motokuni Yamashiro *
Executive
61
-
39
-
100
Non-Executive Directors
Below S$250,000:
Mr V-Nee Yeh **
Independent
-
-
-
100
100
Mr Ang Miah Khiang
Independent
-
-
-
100
100
Mr Ronnie Teo Heng Hock
Independent
-
-
-
100
100
Mr Rajan Menon
Independent
-
-
-
100
100
Key Executives
S$500,001 and above
Mr Kitaro Onishi
  
51
-
49
-
100
S$250,001 to S$500,000
Mr Masaki Fukumori
  
58
-
42
-
100
Mr Masahiro Iwabuchi
  
66
-
34
-
100
Mr Kenji Fukuyado
  
62
-
38
-
100
Ms Clementine Ng
  
95
-
5
-
100
Below S$250,000:
Mr Thomas Cheung Fook-Loi
  
93
-
7
-
100

* Resigned on 19 March 2009
** Resigned on 18 April 2008

  Except as disclosed in this report, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest. There were no employees who were immediate family members of any director or the CEO whose remuneration exceeded $150,000 for the financial year ended 31 December 2008.

In view of the current economic situation, the executive directors and key executives of the Group have taken the lead to voluntarily reduce their fixed salary.

The Company has a share option scheme known as the Uni-Asia Share Option Scheme (the "Scheme") which is administered by the Remuneration Committee.

There were no options granted during the financial year to subscribe for unissued shares of the Company.

No shares have been issued during the financial year by virtue of the exercise of options to take up unissued shares of the Company.

There were no unissued shares of the Company under option at the end of the financial year.
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Accountability

Code Principle 10 : Accountability and Audit The Board provides shareholders with a detailed and balanced explanation and analysis of the Company's performance and prospects on a quarterly basis. The Management provides the Board with Management accounts of the Group's performance, position and prospects on a regular basis.
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Audit Committee

Code Principle 11 : Audit Committee

Code Principle 11.2 Audit Committee

Code Guideline 11.8 Disclosure of Names of Members of Audit Committee and their Activities		 The AC, regulated by a set of written terms of reference, comprises 3 independent non-executive directors and 2 non-executive directors. The members of the AC are as follows:

Mr Ang Miah Khiang (Chairman)
Mr Ronnie Teo Heng Hock
Mr Robert Van Jin Nien
Mr Rong-Jong Owng
Mr Rajan Menon

The AC has full access to, and the co-operation of Management and has full discretion to invite any director or executive officer to attend its meetings and has been given adequate resources to enable it to discharge its functions.

The AC performs the following functions:
  1. Reviews the annual and quarterly financial statements of the Company and the Group before submission to the Board for adoption;
  2. Reviews with the internal and external auditors, their audit plans and audit reports;
  3. Reviews the cooperation given by the Company's officers to the external auditors;
  4. Reviews interested person transactions;
  5. Nominates and reviews the appointment or re-appointment of external auditors; and
  6. Reviews the independence of the external auditors annually.
Apart from the above functions, the AC will commission and review the findings of internal investigations into matters where there is suspicion of fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation, which has or is likely to have a material impact on the operating results and/or financial position.

In the event that a member of the AC is interested in any matter being considered by the AC, he will abstain from reviewing that particular transaction or voting on that particular resolution.

Annually, the AC meets with the internal and external auditors without the presence of Management.

During the financial year, the Company has put in place a "whistle blowing" process whereby staff of the Group can raise concerns about possible improprieties in matters of financial reporting or other matters through a well-defined and accessible channel within the Company and the Group. The objective is to ensure that arrangements are in place, for the independent investigation of such concerns and for appropriate follow-up action.

The AC noted that the external auditors of the Company had not rendered any non-audit services for the year ended 31 December 2008 and is satisfied with the independence and objectivity of the external auditors. The AC had therefore recommended to the Board that the auditors, Ernst & Young, be nominated for re-appointment as auditors at the forthcoming AGM of the Company.

The auditors, Ernst & Young, have indicated their willingness to accept re-appointment.
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