Introduction of CompanyIn 1998, Qian Hu Corporation Limited (“Qian Hu”) was formed to provide integrated ornamental fish services to the market. They are listed in the Singapore Exchange since 2000. Their main business model includes breeding and distributing a variety of ornamental fishes, manufacturing and exporting of their aquarium and pet accessories to over 50 countries. They currently retail in Singapore, Malaysia, Thailand and China. The key officers of Qian Hu Corporation Limited comprises of the founding members, who are brothers, of Qian Hu. We have Mr Kenny Yap Kim Lee (Executive Chairman & Managing Director), Mr Alvin Yap Ah Seng (Deputy Managing Director) and Mr Andy Yap Ah Siong (Deputy Managing Director). Their prime achievement is winning the most number of awards for best practice in corporate governance and transparency of their annual report among other listed companies.
Introduction of Singapore Code of Corporate GovernanceThe Code of Corporate Governance (the “Code”) was introduced and issued on 21 March 2001. On 2 May 2012, the current version of the Code was made available by Monetary Authority of Singapore (MAS) after previous revised copy was reviewed again by the Corporate Governance Council.The Code is applicable to any Singapore Exchange (SGX) listed companies but compliance towards the Code is not required. However, according to the SGX Listing Rules, companies still need to disclose their practices and explain for their non-compliance of the Code in their annual report.
A breach of the rules may result in civil penalties, public condemnation and delisting in the SGX.The rationale behind the Code is to keep Singapore’s standards aligned with international practices towards a better governance. It encourages companies to maintain transparency and accountability so that decisions are aligned with the interest of the shareholders. This will assist in strengthening Singapore as a trusted financial centre.
Summary, Analysis & Evaluation of Singapore’s CodeBoard Matters Chairman and Chief Executive Officer (CEO)PrincipleImportant to have segregation of responsibilities between the leaders and the executives.Guidelines The Chairman and the CEO must be assigned to different people. Their tasks must be prominently divided. The Chairman is in charge of the major roles such as dealing with strategic plans and taking actions to set the Board in place. If the CEO and Chairman has violated the rights to their duties, such as appointing both roles to a single person, a lead independent director will be assigned. The independent directors are encouraged to meet regularly and any evaluation should be given to the Chairman after meetings are commenced.
With proper segregation of duties, it ensures a balance of power and authority, so an individual will not represent a significant amount of power. This can minimize the risk of an abusement of power and also promote effectiveness among the members. Comparison with Malaysia’s Code of Corporate Governance Singapore is similar to Malaysia’s Code except that Singapore has included the assignment of a lead independent director in addition.
Sufficiency in addressing corporate abuses, fraud and mismanagementSingapore’s Code of Corporate Governance is sufficient as if the Chairman or CEO are to violate the rights to their duties, an independent director will be assigned. This helps to ensure that the risk of corporate abuses, fraud and mismanagement is at minimum. Qian Hu’s Practices The Board has appointed the Chairman and CEO to be a single person to ensure that decisions can be made without any interruptions.
The Chairman and CEO have successfully carried out and complied with the specific roles mentioned in the Code.A lead independent director has been chosen to act as the intermediary on conflicts between the Chairman and other independent director. The independent directors meet amongst themselves and the evaluation is given to the Chairman after meetings are commenced. To conclude, even though the role of a Chairman and CEO belongs to a single person, they have also appointed a lead independent director, this shows that Qian Hu has fully complied with the Code.
However, Qian Hu can further improve by emphasizing on a good balance of power by assigning the role of Chairman to one and CEO to another. Access To InformationPrincipleDirectors should be provided with complete, adequate and timely information to empower them to make informed decisions to discharge their duties and responsibilities. Guidelines Directors should be provided with additional information by management to make decisions in a timely manner.
Any substantial variance between the projections and actual results should be disclosed and explained. The secretary must ensure that Board agendas are followed and that relevant rules and regulations are complied with. The appointment and the removal of the secretary should be a concern of the board as a whole since the secretary provides the main legal and administrative support for the directors.The board should have a agenda for directors in pursuit of their duties, to take independent professional advice, if needed at the company’s expense.
The rationale of this guideline is to ensure efficient information flow from management to the board and provide some guidance on what the company secretary should do to support the board.Comparison with Malaysia’s Code of Corporate Governance Singapore and Malaysia’s code of governance is similar. As for Malaysia, the chairman is entitled to the strong and positive support of the company secretary in establishing the effective operations of the board.Sufficiency in addressing corporate abuses, fraud and mismanagementThe code of corporate governance is sufficient as the Secretary ensures timely and satisfactory data flow within the Board and its Committees and between the Management and directors to address corporate abuses, fraud and mismanagement.Qian Hu’s Practices Board papers for meetings are distributed a few days beforehand so directors have adequate amount of time to look through. Directors have access to the Company Secretary and to key management personnel (KMP) at all times. Where the directors expect professional aid prior to their tasks, a professional advisor will be assigned to provide relevant advices and keep the Board informed.
Since Qian Hu implemented the code completely into the company’s practices, further improvement is not needed. Remuneration Matters Level and Mix of RemunerationPrincipleLevel and framework of remuneration have to be complied with the long-term interest and risk policies of the company in order to attract, retain and inspire the directors to offer commendable management.Guidelines A good amount and suitable proportion of executive directors (ED) and KMP remuneration should be put together to link rewards to corporate and individual performance.Long-term incentives schemes are usually encouraged for ED and KMP since long-term accomplishment of the company and collective responsibility of the board is important.The remuneration of non-executive directors should be appropriate considering factors such as achievements, time spent and obligations of the directors.Companies are encouraged to consider the use of contractual provisions in situations of inaccuracy of financial results or misconduct.The rationale of this guideline is to ensure good management and efficient performance of the company.
It also allows the company to achieve strategic goals, manage fraud and attain long-term sustainability.Comparison with Malaysia’s Code of Corporate Governance The code of governance for both countries is similar. As for Malaysia, setting up a Committee to help the board in establishing and administering is important as this ensures that remuneration packages are decided based on the directors’ and senior management’s qualification as well as appropriateness of the company’s respective performance and data.Sufficiency in addressing corporate abuses, fraud and mismanagementSingapore’s code of governance is sufficient as the companies are advised to use contractual provisions to recover incentive components of remuneration in situations of corporate abuses, fraud and mismanagement.
Qian Hu’s Practices The yearly reviews of the compensation are carried out by the RC to make sure that the remuneration of the ED and KMP complies with their work. The remuneration package by QianHu is arranged to regulate remuneration with the interests of shareholders and link rewards to corporate and individual performance for long-term sustainability.The ED owe a fiduciary commitment to the Company. The Company should be able to avail itself to remedies against the ED in case of any breach of duties.The RC of Qian Hu should encourage long-term incentive programs and also implement strategies to encourage non-executive directors to dominate shares in the company to better adjust with the concerns of shareholders.
Accountability and Audit Internal Audit PrincipleThere should be an internal audit function which is unbiased and equipped with sufficient resources.Guidelines Access to company’s properties are given to Internal Auditor (IA). The IA should disclose details to the Audit Committee (AC)’s Chairman and CEO. The AC need to approve actions made by internal audit function.Internal audit function has sufficient resources and importance in the company. The staff in the internal audit function should have relevant experience and qualification.
Internal audit should be carried out according to standards recognised internationally by professional bodies. The AC should evaluate the sufficiency and effectiveness of the function annually. These rationale of this guidelines is to confirm that there are enough resources in the internal audit function to make appropriate and professional judgments that helps them perform effectively.Comparison with Malaysia’s Code of Corporate Governance There are almost no difference between the two countries’ Code.
Similarly, in Malaysia, AC need to approve and review annually of actions made, and ensure that the staff has necessary experience. However, it does not state that companies in Malaysia is required to follow internal audit international standards.Sufficiency in addressing corporate abuses, fraud and mismanagement.The Code is sufficient as the AC determine the effectiveness of internal audit function to implement internal control system which deter fraud. Access to properties, personnel with qualified experience, compliance to standard procedures helps to reduce the risk of corporate abuses, fraud and mismanagement.
Qian Hu’s PracticesThe IA report to the AC’s Chairman and has unrestricted access to the company’s properties. AC affirms that the function has ample resources and its importance. The AC has confirmed that the function has staff with qualified experience. The IA of Qian Hu is outsourced to Saw Meng Tee & Partners PAC which practices audit work according to standards set by a professional body. Annually, the AC does reviewing of sufficiency and efficiency of the internal audit function by ensuring that it is performing well as intended.Overall, Qian Hu has implemented the guidelines of the Code into their company’s internal audit practices satisfactorily and is compliant with the Code. Since Qian Hu has implemented the Code effectively into the company’s practices, no further improvements is needed.
Shareholder Rights & Responsibilities Conduct of Shareholder meetingsPrincipleCompanies should encourage shareholder participation in general meetings.Guidelines 1) Shareholders must be given the chance to participate and be able to cast their votes in the general meeting of shareholders. 2) Companies must pass separate resolutions for separate issues.3) All directors are expected to attend general meetings of the shareholders with external auditors present. 4) Minutes of general meetings must be taken.5) Companies should make all resolutions available to vote by poll (electronic polling) and declare the details of the poll. The rationale for the guidelines is that shareholders have invested in the company and want their investments to be profitable.
Thus, when there is a major change in the company, shareholders should be given the right to vote and be able to attend the AGM to question directors and also get reasonable assurance from external auditors that the company’s management, business processes and financial statements are proper and fair.Comparison with Malaysia’s Code of Corporate Governance The Code of Malaysia and SIngapore are similar but Malaysia has slightly different guidelines which are to give notice to shareholders 28 days prior to AGM and companies to leverage on technology for voting.Sufficiency in addressing corporate abuses, fraud and mismanagement.The code is sufficient as external auditors can disclose their findings and issue their audit opinion which gives reasonable assurance to shareholders about the company’s management.Qian Hu’s PracticesQianhu encourages shareholders to participate effectively by allowing 2 proxies to vote on behalf of the shareholder. The company passes single item resolutions and all directors and external auditors are present in the AGM.
Moreover, AGM minutes of the company is publicly available. The company carry out voting on all its resolution by electronic poll voting where results will be announced at the AGMs and through SGXNET.With all these practices in place, Qianhu has followed the guidelines of the code well. It also use ways to encourage shareholders by creating channels for them to contribute their feedbacks and inputs. However, it can improve on shareholder engagement.