Sing Investments & Finance Limited (“SIF” or the “Company”), believes that strong and effective corporate governance is vital to protect the interests of all stakeholders of the Company and to enhance long-term shareholder value. Our corporate governance policies and practices are reviewed regularly to take into account changes in corporate governance best practices.
SIF has received accolades from various organisations for our achievements in corporate governance practices. Please refer to the “About Us-Awards’ section of the Annual Report for more details.
For the financial year ended 31 December 2022 (“FY2022”), SIF has complied with and adhered to the spirit of the Code of Corporate Governance issued on 6 August 2018 (the “Code”) in its corporate governance practices. Our corporate governance practices described in the report demonstrate the board of directors’ (“Board”) application of good governance which is underpinned by sound risk management and robust internal controls with reference to the Code.
Where there is any variation in SIF’s practices from the provisions of the Code, appropriate explanation has been provided in the report. We provide a Summary of Disclosures on our compliance with the Code in Page 36 of the latest Annual Report.
SIF’s “3 Pillars of Corporate Governance” is designed to assist the Board in assessing and monitoring the Company’s performance and compliance with the Code and the guidelines on corporate governance.
The following key principles guide the Board in ensuring effective corporate governance:
Leadership and Strategy
- To establish and document the Company’s medium and long-term strategic plans and review the results periodically against the strategic plans;
- To formalise terms of reference for the Board and delegated Board Committees;
- To establish channels for whistle-blowing and feedback; and
- To establish a policy and plan for board renewal and succession planning.
Accountability and Audit
- To ensure independence of the AC and that the members of the AC are suitably qualified to discharge their responsibilities;
- To ensure independence of the risk management, compliance and internal audit functions from Management in order to carry out their respective responsibilities effectively; and
- To ensure that a sound system of internal controls is maintained and monitored.
Communication with Stakeholders
- To ensure that the Company engages in regular, effective and fair communication with shareholders, including 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.
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 acts objectively in the best interests of the Company and holds Management accountable for performance. The Board ensures that there is an appropriate balance between promoting long-term business strategies and delivering short-term objectives. These objectives are met through the following functions exercised by the Board, either directly or through committees established by the Board:
- Providing 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 which focus on value creation, innovation and sustainability;
- Identifying the principal risks of the Company’s business and establishing a framework of prudential controls to assess and manage these risks, and to achieve an appropriate balance between risk taking and financial performance;
- Monitoring and reviewing management performance, succession and development plans;
- Identifying the key stakeholder groups and recognising that their perceptions affect the Company’s reputation as well as to ensure transparency and accountability to these key stakeholder groups;
- Setting the Company’s values, code of conduct 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;
- Considering sustainability issues as part of its strategic formulation; and
- Ensuring that directors recuse themselves from discussions and decisions where there is a potential conflict of interest.
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 AC 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 and the accounting principles applied. Through the maintaining and application of appropriate accounting and financial reporting principles and policies and internal controls and procedures, the AC assesses 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 external auditors.
The AC holds meetings with the internal auditors and external auditors 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.
In FY2022, the AC’s activities, in line with its terms of reference, included:
- Reviewing the significant financial reporting issues and judgements so as to ensure the integrity of the Group’s financial results and any announcements relating to the Company’s financial performance;
- Recommending the unaudited results and related SGXNET announcements for the Board’s approval;
- Reviewing the annual audit plan;
- Reviewing the adequacy, effectiveness, scope and results of the external audit;
- Reviewing the independence and objectivity of the external auditors;
- Reviewing the adequacy, effectiveness, independence, scope, quarterly findings and reports of the internal audit function;
- Reviewing and reporting to the Board on the adequacy and effectiveness of SIF’s internal controls, risk management systems and internal audit function annually;
- Reviewing the assurance from the CEO and the Head of Finance Department on the financial records and financial statements;
- Considering and recommending the re-appointment of the external auditors, and the remuneration and terms of engagement of the external auditors, to the Board;
- Reviewing related party transactions; and
- Reviewing the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on.
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 via meetings with the external auditors who will update the AC on recent developments in accounting standards and other relevant matters.
Risk Management Committee
RMC assists the Board in identifying the principal risks of the Company’s business and to institute a framework of prudential controls to identify, assess, measure, monitor and manage these risks. These risks include credit risk, liquidity risk, market risk, operational risk, technology risk, cybersecurity risk, reputational risk and risks related to asset and liability management, new products, information technology, regulatory compliance, outsourcing and business continuity. The RMC is supported by the Risk Management and Compliance Departments.
The appointment and re-appointment of directors to the Board is assessed and recommended by the NC, taking into account the need for progressive renewal of the Board.
The main terms of reference of the NC are as follows:
- 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 is a member of multiple boards, 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 assess annually the effectiveness of the Board as a whole, the Board Committees and the contribution by each individual director;
- To assess and recommend the objective performance criteria and process for evaluation of the effectiveness and performance of the Board, its Board Committees and directors;
- To review the training and professional development programmes for the Board and its directors; and
- To review and initiate succession planning to ensure the continuity of leadership for key Board members, in particular, the Chairman, the Managing Director/CEO and Key Management Personnel.
The primary role of the RC under its terms of reference is to assist the Board in fulfilling its objectives as follows:
- To assist the Board to minimise the risk of any potential conflict of interest by putting in place formal and transparent procedure for developing policy on executive remuneration and for determining the remuneration packages of individual directors and ensuring that no director is involved in deciding his/her own remuneration;
- To review and make recommendations to the Board on the Group’s general framework of remuneration or specific remuneration packages (if any) for the Board and Key Management Personnel with the aim of being fair to avoid rewarding poor performance;
- To review the adequacy, fairness and terms of compensation for each of the directors, the CEO and Key Management Personnel to ensure that the compensation is commensurate with the duties, responsibilities and risks involved in being an effective director, CEO or Key Management Personnel; and
- To review the Company’s obligations arising in the event of termination of the Executive Directors’ contract of service, to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous.
The RC will seek remuneration consultants’ advice or perform a market survey of benchmarking directors’ compensation every 3 to 5 years depending on market conditions and the results of the survey will be presented to the Board.
96 Robinson Road
#08-00 SIF Building
Compliance / Internal Audit Department
SIF is committed to a high standard of ethical conduct with no tolerance for fraudulent practices. The Company has put in place a Whistle-blowing Policy and procedures which provide employees and members of 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 and financial reporting or any other fraudulent activities relating to the Company and its officers.
The Whistle-blowing Policy aims to encourage the reporting of such matters in good faith and the Company is committed to ensure that employees or members of the public making such reports will be treated fairly and protected from reprisal. Internal Audit Department and Compliance Department, both with independent reporting line to the board sub-committees are in-charge of investigating whistleblowing reports, if any. The Audit Committee is responsible for oversight and monitoring of whistleblowing matters. The Company 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 SGX-ST, as set out in Rule 1207(19) of the Listing Manual, 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 one month before the announcement of the Company’s half-year and full-year financial 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 to 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.
The Company continuously exercises prudence in its business dealings and has in place a personnel policy that sets out the standards and ethical conduct expected of employees. In addition, all staff members are required to observe the guidelines stated in the Finance Houses Association of Singapore’s Code of Conduct. The principles covered in the Code of Conduct include confidentiality of information, conflict of interests, relationships with customers and insider trading. The Company ensures that all staff members continue to observe high standards of professionalism and integrity in their dealings with the customers, business associates and colleagues.
For investor relations matters, please contact:
96 Robinson Road
#08-00 SIF Building
Tel: (65) 6438 7060
Fax: (65) 6305 0281