Annual Report 2024 1 5 0 CORPORATE GOVERNANCE REPORT Save as disclosed above, there were no other IPTs that were S$100,000 or more, entered into by the Group in FY2024. The Company has adopted an internal policy in respect of any transactions with an interested person (as defined in the Listing Rules) and has established procedures for the review and approval of all IPTs entered into by the Group. The AC reviews the rationale and terms of the Group’s IPTs, with the view that the IPTs should be on normal commercial terms, at arm’s length basis and are not prejudicial to the interests of its minority shareholders. As part of the Company’s policy, Directors are required to disclose to the Board all actual and potential conflicts of interest. A Director shall recuse himself or herself from discussions and abstain from voting on resolutions regarding any contract, arrangement or any other transaction in which he or she has any personal material interest, directly or indirectly. 1207(19) Dealings in Securities The Company and its subsidiaries have adopted an internal policy which prohibits the Directors and officers (including employees) from dealing in the securities of the Company while in possession of price-sensitive information. The Company, its Directors and officers (including employees) of the Company and its subsidiaries are also discouraged from dealing in the Company’s securities on short-term considerations and are prohibited from dealing in the Company’s securities during the period beginning one month before the announcement of the Company’s half-year and full-year financial statements, and ending on the date of the announcement of the relevant results. 1207(20) Use of Proceeds Raised from Placement Exercise The Company had on 6 November 2013, completed a placement of 70 million new ordinary shares at an issue price of S$0.755 per share (the “2013 Placement”), raising net proceeds of S$50.87 million (after deducting placement expenses of S$1.98 million). As at the date of this report, the Company had utilised all the 2013 Placement proceeds except for the amount allocated to the share buyback mandate of S$5.96 million. The Company utilised S$0.99 million in relation to the share buyback exercise in the financial year ended 2019. No share buybacks were conducted from FY2020 to FY2024. The ending balance of the amount allocated to the share buyback mandate as at 31 December 2024 and the date of this report was S$4.97 million. 720(6) Additional Information on Directors Seeking Re-election Pursuant to Listing Rule 720(6), the additional information as set out in Appendix 7.4.1 of the Listing Rules relating to the retiring Directors who are submitting themselves for re-election, is disclosed below and to be read in conjunction with their respective biographies under the section entitled “Board of Directors” of this Annual Report:
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