The Company is committed to good standards of corporate governance. This Statement outlines the coroporate goverance practices of the Company in relation to the Code of Corporate Governance ("Code") set out in the SGX-ST Listing Manual.

Principle 1: The Board's Conduct of its Affairs

The Board and its committees meet on a regular basis and as and when necessary to address any specific significant matters that may arise. Below is the attendance of the Directors at meetings of the Board and its committees in 2007:

	Board	Audit Committee	Nominating Committee	Remuneration Committee
No. of meetings held	8	5	2	2
Directors	No. of meetings attended
Yen Wen Hwa	8	n.a.	n.a.	n.a.
Gary Yen	8	n.a.	2	n.a.
Tang See Chim	6	5	n.a.	2
John David Cambridge	7	4	2	2
Tay Joo Soon	7	4	2	1
Tengku Tan Sri Dr Mahaleel bin Tengku Ariff	7	n.a.	n.a.	n.a.

The Board has established an Audit Committee, a Nominating Committee and a Remuneration Committee to carry out various functions. Details of these committees are set out in this Statement.

Matters requiring Board approval include investments, divestments, major contracts, announcements of financial results, dividend payments and credit facilities.

Principle 2: Board Composition and Balance

The Board comprises six Directors, three of whom are non-executive and independent. They are:

The present composition of the Board complies with the Code's guideline that independent directors make up at least one-third of the board of directors.

Principle 3: Chairman and Chief Executive Officer

Our Chairman is Yen Wen Hwa and the Chief Executive Officer of the Company is his son, Gary Yen. Notwithstanding such relationship, the strong element of independence on the Board and its committees ensures an appropriate balance of power and level of accountability as well as the capacity of the Board for independent decisionmaking.

The Chairman’s functions include leading the Board and setting its agenda, ensuring that the Directors receive accurate, timely and clear information, ensuring effective communication with shareholders, encouraging constructive relations between the Board and management, facilitating the effective contribution of non-executive Directors and promoting high standards of corporate governance.

With regard to Board proceedings, the Chairman ensures that Board meetings are held when necessary. Management staff who can provide additional insight into matters to be discussed are invited to attend such meetings.

Principle 4: Board Membership

The Nominating Committee ("NC") comprises three Directors, a majority of whom, including the chairman, are non-executive and independent. They are:

The duties and functions of the NC are as follows:

a.  make recommendations to the Board on all board appointments and re-nominations having regard to the
     Director's contribution and performance (e.g. attendance, preparedness, participation, candour and any
     other salient factors);

b.  ensure that all Directors submit themselves for re-nomination and re-election at regular intervals and at
     least once every three years;

c.  determine annually whether a Director is independent, having regard to the principles and guidelines
     contained in the Code;

d.  decide whether a Director is able to and has adequately carried out his duties as a director of the
     Company, taking into account, where applicable, the competing time commitments that are faced by a
     Director having multiple board representations; and

e.  decide how the Board's performance may be evaluated and propose objective performance criteria.

With respect to the appointment of any new director to the Board, the NC reviews the expertise and experience of candidates and recommends the most suitable candidate to the Board for approval.

Pursuant to the Articles of Association of the Company, one-third of the Directors, except the Managing Director, will retire from office at each Annual General Meeting ("AGM") and be eligible for re-election. The Directors will submit themselves for re-nomination and re-election at regular intervals and at least every three years.

The NC considers the following Directors to be independent:

The NC has nominated Tang See Chim for re-appointment at the forthcoming AGM pursuant to Section 153(6) of the Companies Act, Chapter 50.

John David Cambridge and Gary Yen are retiring as Directors at the forthcoming AGM pursuant to the Articles of Association of the Company. The NC has nominated them for re-election at the forthcoming AGM.

The dates of first appointment and last re-election or re-appointment of the Directors are as follows:

Principle 5: Board Performance

The NC assesses the effectiveness of the Board and the contribution by each Director annually taking into account various considerations including the Directors' ability and character in resolving matters.

Principle 6: Access to Information

The Board has separate and independent access to the senior management and the company secretary and is informed of all material events and transactions as and when they occur. The Board requires the company secretary to attend board meetings.

If the Directors, whether individually or as a group, in the furtherance of their duties, need independent professional advice, the Company will, upon the direction of the Board, appoint a professional adviser to render such advice at the Company's expense.

Principle 7: Procedures for Developing Remuneration Policies

The Remuneration Committee ("RC") comprises three Directors, all of whom, including the chairman, are non-executive and independent. They are:

The duties and functions of the RC include:

a.  recommending to the Board a framework of remuneration for the Board and key executives; and

b.  determining specific remuneration packages for each executive Director and the CEO.

The RC reviews and recommends to the Board the remuneration packages of Directors and key executives of the Group. No Director is involved in deciding his own remuneration.

The RC, in carrying out its duties, has access to the Company's resources and/or external professional advice.

Principle 8: Level and Mix of Remuneration

Non-executive Directors do not have service contracts with the Company and their terms are specified in the Articles of Association of the Company which contain retirement and re-election provisions.

Non-executive Directors are paid directors' fees subject to the approval of the Company at the AGM. Our Executive Directors do not receive directors' fees.

The remuneration packages of our Executive Directors and other key executives include bonuses tied to the performance of the Group or the relevant subsidiary or department and his performance.

The Company currently does not have any long-term incentive scheme.

Principle 9: Disclosure on Remuneration

The remuneration of the Directors for the financial year 2007 is as follows:

Remuneration Band	Directors' Fees (%)	Base/Fixed Salary (%)	Variable or performance-related income/bonuses (%)	Benefits in Kind (%)
Below S$250,000
Executive Directors
Yen Wen Hwa	Nil	100%	Nil	Nil
Gary Yen	Nil	100%	Nil	Nil
Non-Executive Director
Tengku Tan Sri Dr Mahaleel bin Tengku Ariff	100%	Nil	Nil	Nil
Non-Executive and Independent Directors
Tang See Chim	100%	Nil	Nil	Nil
John David Cambridge	100%	Nil	Nil	Nil
Tay Joo Soon	100%	Nil	Nil	Nil

The remuneration of the top five key executives (who are not also Directors) for the financial year 2007 is as follows:

Remuneration Band	Base/Fixed Salary (%)	Variable or performance-related income/bonuses (%)	Benefits in Kind (%)
Below S$250,000
Sundraj Naidu	83%	13%	4%
Heng Chor Kiang, Angela	92%	8%	Nil
George Lee	88%	12%	Nil
Michael Ong	87%	Nil	13%
Ho Puey Chua	89%	11%	Nil

The remuneration of employees who are immediate family members of a Director or the CEO, and whose remuneration exceed S$150,000 during the year:

Remuneration Band	Base/Fixed Salary (%)	Variable or performance-related income/bonuses (%)	Benefits in Kind (%)
Lu Le Nhi*	71%	29%	Nil

..* Lu Le Nhi is the wife of our Non-Executive Chairman

Principle 10: Accountability and Audit

The Company announces its financial results on a quarterly basis and other material information via SGXNET in accordance with the requirements of the SGX-ST.

Principle 11: Audit Committee

The Audit Committee ("AC") comprises three non-executive and independent Directors as follows:

The duties and functions of the AC include:

The AC has authority to investigate any matter within its scope of duties and functions, full access to and co-operation by the management of the Company and full discretion to invite any Director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its duties and functions properly.

The AC meets with the external auditors, and with the internal auditors, without the presence of the Company's management annually.

There are arrangements in the Group whereby staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters and for appropriate follow-up actions.

The AC has reviewed the nature and extent of non-audit services provided by KPMG, the external auditors, to the Group in 2007 and is satisfied that the nature and extent of such services are not likely to prejudice the independence of KPMG as external auditors of the Company.

Principle 12: Internal Controls

The Board recognises its role in ensuring that the management maintains a sound system of internal controls to safeguard the shareholders' investments and the Group's assets. The Company's internal and external auditors assess, report and make recommendations on the Group's internal controls and management implements such recommendations. Information on internal controls and risk management is set out on pages 67 to 69 of this Annual Report.

Principle 13: Internal Audit

The Company appoints qualified professionals to provide internal audit services. The internal auditors report primarily to the Audit Committee of the Company.

Principle 14 and 15: Communication with Shareholders

The Company discloses pertinent information to its shareholders through the SGXNET, annual reports and/or the press.

At the AGMs of the Company, shareholders are given the opportunity to air their views and ask the Directors and management questions regarding the Company and the Group.

Shareholders are allowed to vote at general meetings in person or by proxy and equal effect is given to such votes.

Separate resolutions are tabled at general meetings on each distinct issue.

Where possible, the chairpersons of the audit, nominating and remuneration committees are present and available to address questions at general meetings.

The Company's external auditors are present to assist the Directors in addressing queries by shareholders.

Dealings in Securities

In line with Chapter 12, Rule 1207(18) of the Listing Manual of the SGX-ST on dealings in securities, the Company has in place a policy prohibiting share dealings by Directors and employees of the Company during the period commencing two weeks before the announcement of the Company’s financial statements for each of the first three quarters of its financial year, and one month before the announcement of the Company’s financial statements for the full year, as the case may be, and ending on the date of the announcement of the relevant results.

In addition, the Company reminds its officers to observe the laws on insider dealing at all times, even during the window periods for them to deal in its securities.