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The Remunerations of Key Executives for the Financial Year Ended 31 December 2012
Given the competitive environment and the nature of industry of the Group, the Company considers that the disclosure of remuneration
of its top 5 executives as recommended by the Code may affect its ability to retain talent, hence the disclosure of the remuneration of its
top fve executives (who are not also directors of the Company) is as follows:
Remuneration Band Number of Executives
Below S$250,000 2
S$250,000 – S$500,000 3
Remuneration of employees who are immediate family members of a Director or the CEO
There was no employee of the Company and its subsidiaries who was an immediate family member of a Director or the CEO whose
remuneration exceeded S$50,000 during fnancial year ended 31 December 2012.
Other Remuneration Matters
The Company’s Share Option Scheme 2002 was approved by the former Board and shareholders of the Company at an Extraordinary
General Meeting held on 19 June 2002, the Share Option Scheme had expired on 18 June 2012. No option was granted during the
fnancial year ended 31 December 2012.
Accountability and Audit
Accountability
The Board is accountable to the shareholders and is mindful of its obligations to furnish timely information and to ensure full disclosure
of material information to shareholders in compliance with legislative and regulatory requirements, including statutory requirements and
the requirements under the Listing Manual of the SGX-ST.
Risk Management and Internal Controls
The AC, through internal and external auditors as well as the Enterprise Risk Management (“ERM”) team, reviews and reports regularly
to the Board on the effectiveness and adequacy of internal control system, covering operational, fnancial and compliance controls, risk
management policies and systems. The AC meets with internal and external auditors at least 4 times a year including once without the
presence of management. In addition, the AC also meets the ERM team 4 times a year.
The ERM unit continuously communicates and coordinates with the Internal Audit (“IA” ) Department to focus on high level risks, ensure
accuracy of risk assessment reports and proper implementation of the reported risk mitigation strategies and controls. Taking it a step
further, IA will also perform independent reviews of the risks and controls identifed by the ERM to provide reasonable assurance that
the key risks and controls have been adequately monitored and addressed.
At each quarterly AC Meeting with the IA and ERM teams, key fndings together with management’s recommended remedial actions
are highlighted to the AC for discussion and follow-up actions. With the IA and ERM framework being put in place, which provides an
effective tool in identifying, monitoring, managing and reporting material risks affecting the Group, the AC is satisfed that the Group’s
internal controls are in order.
The Board reviews the effectiveness and adequacy of the Group’s system of internal controls, so as to discharge its oversight responsibilities.
The Board, with the concurrence of the AC, considers the Group’s current internal controls system to be adequate in addressing fnancial,
operational and compliance risks and to provide reasonable assurance of the effectiveness in safeguarding its assets and shareholders’ value.
Audit Committee (“AC”)
The AC of the Company comprises three Independent Directors, including the Chairman. The AC is chaired by Mr Goh Kian Chee with
Mr Lim Hock San and Mr Hendra Susanto as members. A majority of the AC members, including the AC Chairman, have expertise or
experience in fnancial management and are qualifed to discharge the AC’s responsibilities.
Indofood Agri Resources Ltd. • Annual Report 2012 51