37
Annual Report 2015
TEHO INTERNATIONAL INC LTD.
DIRECTORS’
REPORT
Under the rules of the PSP and at the absolute discretion of the RC, confirmed full-time employees
of the group who are of the age of 18 years and above, and directors of the group who have
contributed or will contribute to the success and the development of the group are eligible to
participate in the PSP. However, participation in the PSP by directors who are also controlling
shareholders and their associates are subject to the approval by independent shareholders of the
Company at the general meeting.
The total number of shares that may be issued or are issuable pursuant to the granting of the
awards under the PSP, when added to the aggregate number of shares that are issued or are
issuable in respect of such other share-based incentive schemes of the Company (if any), shall
not exceed 15% (or such other percentage as may be prescribed or permitted from time to
time by the SGX-ST) of the total number of issued ordinary shares of the Company on the day
immediately preceding the relevant award date.
There were no awards granted under the PSP by the Company or any corporation in the group
since its inception and during the financial year.
There were no shares issued during the financial year by virtue of the exercise of awards to take
up unissued shares of the Company or any corporation in the group.
There were no unissued shares under the PSP in the Company or any corporation in the group
as at the end of the financial year.
SHARE OPTIONS
During the financial year, no option to take up unissued shares of the Company or any corporation
in the group was granted.
During the financial year, there were no shares of the Company or any corporation in the group
issued by virtue of the exercise of an option to take up unissued shares.
At the end of the financial year, there were no unissued shares of the Company or any corporation
in the group under option.
AUDIT COMMITTEE
The members of the audit committee at the date of this report are as follows:
Kwah Thiam Hock
–
Chairman of Audit Committee and Lead Independent
Director
Joanne Khoo Su Nee
–
Independent Director
Oo Cheong Kwan Kelvyn
–
Independent Director
The audit committee performs the functions specified by section 201B(5) of the Act. Among other
functions, it performed the following:
• Reviewed with the independent external auditors their audit plan;
• Reviewed with the independent external auditors their evaluation of the Company’s internal
accounting controls relevant to their statutory audit, and their report on the financial
statements and the assistance given by management to them;
• Reviewed with the internal auditors the scope and results of the internal audit procedures
(including those relating to financial, operational, compliance and information technology
controls and risk management) and the assistance given by the management to the internal
auditors;
• Reviewed the financial statements of the Group and the Company prior to their submission
to the directors of the Company for adoptions; and
• Reviewed the interested person transactions (as defined in Chapter 9 of the Singapore
Exchange Securities Trading Limited’s Listing Manual).
Other functions performed by the audit committee are described in the report on corporate
governance included in the annual report. It also includes an explanation of how independent
auditors’ objectivity and independence are safeguarded where the independent auditors provide
non-audit services.
The audit committee is satisfied with the independence and objectivity of the external auditors
and has recommended to the board of directors that the auditors, KPMG LLP, be nominated for
re-appointment as auditors at the forthcoming Annual General Meeting of the Company.
