Corporate Governance Statement

Sing Investments & Finance Limited (“SIF”), through its Board of Directors (“Board”), Board Committees and Executives, believes that a strong and effective corporate governance is vital to meet the requirements of the regulators as well as to protect the interests of all stakeholders of the Company.

The Board has complied with and adhered to the spirit of the Code of Corporate Governance 2012 ("the Code") when discharging its duties. In this report, our corporate governance practices describe the Board’s application of good governance which is underpinned by sound risk management and robust internal controls with reference to the Code.

SIF Corporate Governance – 3 Key Pillars

The foundation of SIF’s corporate governance structure is supported by 3 key pillars as follows:

The Board of Directors
The Board Committees - consisting of the following:
  • Audit Committee ("AC")
  • Risk Management Committee ("RMC")
  • Nominating Committee ("NC")
  • Remuneration Committee ("RC")
Oversight function by the following key departments:
  • Risk Management Department
  • Internal Audit Department
  • Compliance Department

SIF’s “3 Pillars of Corporate Governance” is designed to assist the Board in assessing, monitoring performance and conformance to the Code and guidelines on corporate governance. The attributes instilled within the Board to ensure the effectiveness of its role and its guiding principles are as follows:

Leadership and Strategy

  • To establish and document the Company’s medium and long-term strategic plans and objectives,
    review the results periodically and disclose them to the public;
  • To formalise terms of reference for the Board and delegated Board Committees;
  • To establish a whistle-blowing or feedback channel; and
  • To establish a policy and strategy to promote board renewal and succession planning.

Accountability and Audit

  • To ensure independence of the Audit Committee and that the members of the Audit Committee are appropriately qualified to discharge their responsibilities;
  • To ensure independence of the compliance, internal audit and risk management functions from Management in order to carry out their respective responsibilities effectively; and
  • To ensure that a sound system of internal controls for the Company is maintained and monitored.

Communication with Stakeholders

  • To ensure that the Company engages in regular, effective and fair communication with shareholders, in terms of the manner and frequency with which information is disseminated;
  • To ensure that in disclosing information, the Company be as descriptive, detailed and forthcoming as possible; and
  • To ensure that all investors, whether institutional or retail, should be entitled to the same level of communication and disclosure.

Board of Directors

The Board is responsible for overseeing and managing the Company’s business and is accountable to shareholders for creating shareholder value within a framework that protects the rights and interests of shareholders. The Board ensures that an appropriate balance between promoting long-term business strategies and delivering short-term objectives is formulated and achieved. These objectives are met through the following functions exercised by the Board, either directly or through committees established by the Board:

  • Providing entrepreneurial leadership, overseeing and formulating long-term business strategies and policies and ensuring that the necessary financial and human resources are in place for the company to meet its objectives;
  • Identifying the principal risks of the Company’s business and establishing a framework of prudential controls to assess and manage these risks;
  • Monitoring and reviewing management performance, succession and development plans;
  • Identifying the key stakeholder groups and recognizing that their perceptions affect the Company’s reputation;
  • Setting the Company’s values and standards (including ethical standards) and ensuring that obligations to shareholders and stakeholders are understood and met;
  • Maintaining a culture of integrity by reviewing and monitoring internal controls and procedures for financial reporting and compliance; and
  • Considering sustainability issues as part of its strategic formulation.

Board Committees

The Board has established a number of committees to assist in the execution of its duties and to allow detailed consideration of complex issues. Although the Company does not have a Board Executive Committee, the following Committees have been set-up to assist the Board in the management of the Company:

  • Audit Committee ("AC")
  • Risk Management Committee ("RMC")
  • Nominating Committee ("NC")
  • Remuneration Committee ("RC")

Audit Committee

The AC is responsible for assisting the Board in its oversight of the reliability and integrity of the accounting policies and financial reporting as well as to scrutinize the adequacy and effectiveness of the internal controls. In discharging its oversight role, the Committee is authorized and empowered to investigate any matter within its terms of reference and has full access to and cooperation of the Management.

The AC, together with the Management and the external auditors, reviews the Group’s audited financial statements, the quality of the accounting principles applied, the financial statement presentations and the items that affect the financials. Through the maintaining and application of appropriate accounting and financial reporting principles and policies and internal controls and procedures, the AC determines whether the financial statements comply with the accounting standards and applicable laws and regulations.

The AC conducts an annual review of all non-audit services by the external auditors to satisfy itself that the nature and extent of such services will not prejudice the independence and objectivity of the auditors.

The AC holds private meetings with the internal auditor and external auditor at least once a year without the presence of Management. It examines the audit findings of the external and internal auditors. It also reviews with the Internal Audit Manager on the scope, results and effectiveness of the audits and approves the internal audit plan in consultation with the Management. Any factors that may adversely affect the internal audit function’s independence, objectivity or effectiveness will be reviewed by the AC.

The AC takes measures to keep abreast of the changes to accounting standards and issues which have a direct impact on financial statements by attending relevant training and meetings with the external auditors who will update the AC on recent related developments.

Risk Management Committee

The RMC assists the Board in identifying the principal risks of the Company’s business and to institute a framework of prudential controls to assess and manage these risks. These risks include credit risk, liquidity risk, market risk, operational risk, reputational risk and risks related to asset and liability management, new products, information technology, regulatory compliance, outsourcing and business continuity. It is supported by the Risk Management and Compliance Departments.

Nominating Committee

The NC assists the Board to review the size and composition of the Board and Board Committees and the skill sets and core competencies of all members to ensure the balance and diversity of skills and experience. All evaluations will then be presented to the Board.

The key roles of the NC include:-

  • To assess and recommend candidates for appointment and re-appointment on the Board and Board Committees;
  • To determine annually whether a director is independent. Where a director has multiple Board representations, the NC also considers if such a director is able to adequately carry out his/her responsibilities as a director of the Company;
  • To review the composition of the Board and assesses annually the effectiveness of the Board as a whole, its Board Committees and the contribution by each individual director;
  • To review the training and professional development programmes for the Board; and
  • To review and initiate the succession planning to ensure the continuity of leadership for key Board members, in particular, the Chairman and the Managing Director/CEO.

Remuneration Committee

The RC assists the Board to establish a remuneration policy and framework that is in line with the strategic objectives and corporate values of the Company and prudent risk-taking.

The primary role of the RC is to assist the Board in fulfilling its objectives as follows:

  • To minimize the risk of any potential conflict of interest by putting in place formal and transparent procedures for developing policy on executive remuneration and for fixing the remuneration packages of individual directors;
  • To review the adequacy and terms of compensation for each of the directors, the CEO and senior management to ensure that the compensation commensurates with the duties, responsibilities and risks involved in being an effective Director, CEO or senior management.

Whistle-Blowing Policy

The contact details of the Receiving Officer are as follows:

Address :

96 Robinson Road
#08-00 SIF Building
Singapore 068899
Compliance / Internal Audit Department

The Company is committed to a high standard of ethical conduct with no tolerance for fraudulent practices and has put in place a whistle-blowing policy and procedures which provide employees and the public with well-defined and accessible channels within the Company, including a direct channel to the AC to raise genuine concerns or suspicions about possible improprieties in accounting, auditing, financial reporting or any other fraudulent activities.

The whistle-blowing policy aims to encourage the reporting of such matters in good faith, with the confidence that employees making such reports will be treated fairly and, to the extent possible, protected from reprisal. SIF will ensure the confidentiality of the whistle- blower and allow disclosures to be made anonymously. On an ongoing basis, the whistle- blowing policy is covered during staff training and periodic communication to all staff as part of the Company’s efforts to promote awareness of fraud control. Procedures for handling of feedback/complaints received from customers and independent investigations to be conducted have also been established. The Company undertakes to investigate complaints of suspected fraud in an objective manner.

Complaint Handling Procedures

Clear complaint handling procedures are in place and communicated to customers to ensure that all complaints are dealt with professionally, fairly, promptly and diligently.

Dealing in Company’s Shares

The Company continues to adopt the best practices advocated by the Stock Exchange Securities Trading Limited for the trading of the Company’s shares by its staff and directors.

The Company has established policies in place to ensure that employees do not place themselves in positions where their own interests could conflict with those of the Company.

The following internal human resource policies guide all directors and officers in their dealings in the Company’s shares:-

  • All directors and officers must inform the Management/Board of their dealings in the Company’s shares, including dealings by their immediate family members;
  • All directors and officers should not deal in the Company’s shares on short term considerations and while in possession of unpublished material price-sensitive information in relation to such shares; and
  • All directors and officers must also not deal in the Company’s shares during the period commencing two weeks before the date of announcement of the Company’s results for each of the first three quarters of the Company’s financial year and one month before the announcement of the full-year financial results and ending on the date of announcement of the relevant results.

Business and Ethical Conduct

The Board of Directors adopts the Directors’ Code of Professional Conduct (“Code of Conduct”) published by Singapore Institute of Directors (“SID”). The Code of Conduct seeks to ensure that all directors are committed in achieving the highest level of professionalism and integrity in the discharge of their office and is intended to complement the Code.

While the Code sets out the principles of corporate governance to be observed by listed companies, the Code of Conduct amplifies the standards of ethics which should be adopted by individual directors in order to bring out the highest standards of conduct in the discharge of their office.

The Code of Conduct embraces the values of honesty, integrity, personal excellence and accountability which should be the cornerstone of every director’s conduct.