Corporate Governance Statement 2014

The Board of Directors (the "Board") is committed to ensuring that the highest standards of corporate governance are practised throughout Top Global Limited (the "Company") and its subsidiaries (the "Group"), as a fundamental part of its responsibilities to protect and enhance shareholder value and the financial performance of the Group.

This report describes the Group's corporate governance practices and structures that were in place during the financial year ended 31 December 2014 ("FY2014"), with specific reference to the principles and guidelines of the revised Code of Corporate Governance 2012 ("2012 Code"), and where applicable, the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST") (the "Listing Manual"), the Singapore Companies Act and the Audit Committee Guidance Committee ("ACGC") Guidebook which was issued on 30 October 2008, focusing on areas such as internal control, risk management, financial reporting, internal and external audits.

The Board is pleased to report compliance of the Company with the 2012 Code and the Listing Manual where applicable except where otherwise stated. Appropriate explanation have been provided in the relevant sections below where these are deviations from the Code.

The 2012 Code
The 2012 Code is divided into four main sections, namely:
(A)Board Matters
(B)Remuneration Matters
(C)Accountability and Audit
(D)Shareholders Rights and Responsibilities

(A)         BOARD MATTERS

The Board of Directors in office at the date of this report comprises:
Mdm Oei Siu Hoa @ Sukmawati Widjaja
Mr Hano Maeloa
Ms Jennifer Chang Shyre Gwo
Mr Yeo Chin Tuan Daniel
Dr Lam Lee G
Ms Mimi Yuliana Maeloa

Key information on the Directors can be found in page 18 to 19 under the section on "Board of Directors" of this Annual Report.

Principle 1: The Board's Conduct of Affairs
Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the long-term success of the company. The Board works with Management to achieve this objective and Management remains accountable to the Board.

The Board's Conduct of Affairs

The principal role of the Board is to review and decide strategic plans, key operational and financial issues, evaluate performance of the Group and supervise executive Management to achieve optimal shareholders' value.

Matters Requiring Board Approval

There has been no change to the Group's internal guidelines which had been approved by the Board for material transactions and investments by the Company and Group, with limits for different levels of approving authorities, categories of expenditures and investments.

The Board has delegated certain functions to various board committees, namely the Nominating Committee ("NC"), Remuneration Committee ("RC") and Audit Committee ("AC")(collectively, the "Board Committee"). Each of the various Board Committees has its own written terms of reference and whose actions are reported to and monitored by the Board. The Board accepts that while these various Board Committees have the authority to examine particular issues and will report back to the Board with their decisions and/or recommendations, the ultimate responsibility on all matters lies with the Board.

The Board meets on a quarterly basis and as warranted by particular circumstances. Four (4) Board meetings were held in FY2014, of all were the regular quarterly meetings. Telephonic attendance and conference via audio-visual communication at Board and Board Committee meetings are allowed under the Company's Articles of Association ("Articles").

The attendance of the Directors at Board and Board Committees' meetings, as well as the frequency of such meetings held in FY2014 is as follows:
Board Meeting Audit Committee
Meeting
Nominating
Committee Meeting
Remuneration
Committee Meeting
Name of Director No of
Meetings
Held
No of
Meetings
Attended
No of
Meetings
Held
No of
Meetings
Attended
No of
Meetings
Held
No of
Meetings
Attended
No of
Meetings
Held
No of
Meetings
Attended
Mdm Oei Siu Hoa @
Sukmawati Widjaja
4 4 - - - - - -
Mr Hano Maeloa 4 4 - - - - - -
Ms Jennifer Chang Shyre Gwo 4 4 - - - - - -
Mr Yeo Chin Tuan Daniel 4 4 4 4 1 1 1 1
Dr Lam Lee G 4 3 4 3 1 1 1 1
Ms Mimi Yuliana Maeloa 4 3 4 3 1 1 1 1

Newly appointed Directors would be briefed by the Chief Executive Officer ("CEO") of the Company on the Group's business and corporate governance policies and practices. Familiarisation sessions include visits to project sites. The Company provides a formal letter to each new Director upon his appointment, setting out clearly the Director's duties and obligations. Directors are kept informed of changes to regulatory requirements from time to time by the Company Secretary. Board members are encouraged to keep themselves updated especially on their relevant professional, statutory, and regulatory requirements and guidelines to enhance their discharge of their duties and responsibilities as Directors.

To keep pace with new laws, regulations, changing commercial risks and financial reporting standards, all Directors attend specifically tailored training conducted by professionals at least once annually. Directors are also encouraged to attend, at the Group's expense, relevant and useful seminars for their continuing education and skills improvement courses that are conducted by external organisations and provided with updates and/or briefings from time to time by internal or external auditors and the Company Secretary in areas such as Directors' duties and responsibilities, corporate governance practices, risk management matters and changes in financial reporting standards. The Company Secretary will bring to Directors' attention, information on seminars that may be of relevance or use to them.

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Principle 2: Board Composition and Guidance

There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management and 10% shareholders1. No individual or small group of individuals should be allowed to dominate the Board's decision making.


1 The term 10% shareholder shall refer to a person who has an interest or interests in one or more voting shares in the company and the total votes attached to that share, or those shares, is not less than 10% of the total votes attached to all the voting shares in the company. "Voting shares" exclude treasury shares.

Board Composition and Independent Directors
The Board of Directors currently comprises six members, three of whom are Executive Directors, two are Independent Non-Executive Directors and one is a Non-Executive Director.

The Company's Executive Directors are Madam Oei Siu Hoa @ Sukmawati Widjaja who is the Executive Chairman, Mr Hano Maeloa who is the CEO and Ms Jennifer Chang Shyre Gwo who is the Chief Operating Officer ("COO"). The Independent Non-Executive Directors are Mr Yeo Chin Tuan Daniel and Dr Lam Lee G, and the Non-Executive Director is Ms Mimi Yuliana Maeloa. The Board has the requisite mix of expertise and experience, and collectively possesses the necessary core competencies for effective functioning and informed decision-making. Each Director has been appointed based on the strength of his calibre, experience and stature and is expected to bring a valuable range of experience and expertise to contribute to the development of the Group's strategies and the performance of its business.

There is no limit to the number of Directors that may be appointed under the Company's Articles. Given the scope and size of the operations of the Company and the Group, the Board is of the view that the present composition and size is adequate and it facilitates effective decision making.

The independence of each Independent Non-Executive Director is reviewed annually by the NC. The NC adopts the 2012 Code's definition of what constitutes an independent director in its review. The NC is of the view that the two Independent Non-Executive Directors are independent.

The Independent Non-Executive Directors have also confirmed that they do not have any relationship with the Company, its related corporations, its 10% shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors' independent business judgement with a view to the best interests of the Company and its shareholders.

The Board is able to exercise objective judgment independently from the Management and no individual or small group of individuals dominate the decisions of the Board.

As and when required, the Independent Non-Executive Directors and Non-Executive Director will hold a meeting without the presence of Management and Executive Directors, in order to facilitate a more effective check on the Management and/or the Executive Directors.

To-date, none of the Independent Non-Executive Directors of the Company have been appointed as Director of the Company's principal subsidiaries. The Board and the Management are of the view that the current Board structures in the principal subsidiaries are already well organised and constituted. The Board and the Management will, from time to time, renew the Board structures of the principal subsidiaries and will make an appropriate corporate decision to consider the appointment of the Independent Non-Executive Director into the principal subsidiaries.

None of the Directors has served on the Board for a period exceeding nine years from the date of his/her first appointment. For any Director who has served the Board beyond nine years, the NC will perform rigorous review to assess the independence of the relevant Director.

Principle 3: Chairman and Chief Executive Officer There should be a clear division of responsibilities between the leadership of the Board and the executives responsible for managing the company's business. No one individual should represent a considerable concentration of power.

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Chairman and Chief Executive Officer
Madam Oei Siu Hoa @ Sukmawati Widjaja serves as Executive Chairman of the Board and Mr Hano Maeloa, the son of Madam Oei Siu Hoa @ Sukmawati Widjaja, assumes the role of CEO. There is a clear division of responsibilities between the Executive Chairman and the CEO to ensure that there is an appropriate balance of power, increased accountability and sufficient capacity of the Board for independent decision-making.

The Executive Chairman is responsible for the workings of the Board, ensuring the integrity and effectiveness of its governance process. The Executive Chairman ensures that Board meetings are held as and when necessary and set the meeting agenda in consultation with the CEO, and Ms Jennifer Chang Shyre Gwo, the COO and Executive Director. The Executive Chairman, with the assistance of the CEO, the COO and the Company Secretary, ensures Board members are provided with adequate and timely information. The Executive Chairman assists to ensure procedures are introduced to comply with the Company's guidelines on corporate governance. The CEO is responsible for the business and operational decisions of the Group.

The Board is of the view that there is a sufficiently strong independent element on the Board which enables the exercise of judgement with regards to the corporate affairs of the Group.

Lead Independent Director
In view that the Executive Chairman and the CEO are related by close family ties and both are part of the executive management team, Mr Yeo Chin Tuan Daniel has been appointed as our Lead Independent Director of the Company pursuant to the recommendation in Guideline 3.3 of the 2012 Code. Where a situation arises that may involve conflict of interests between the roles of the Executive Chairman and the CEO, it is the Lead Independent Director's responsibility, together with the other Independent Director, to ensure that shareholders' rights are protected. The Lead Independent Director of the Company, is available to shareholders where they have concerns, which contact through the normal channels of the Executive Chairman and the CEO had failed to resolve or for which such contact is inappropriate.

Hence, the Board believes that notwithstanding the close family ties between the Executive Chairman and the CEO, the current composition of the Board is able to make objective and prudent judgement on the Group's corporate affairs. The Board is of the view that there are sufficient safeguards and checks to ensure that the process of decision making by the Board is independent and based on collective decisions without any individual exercising any considerable concentration of power or influence.

Nominating Committee ("NC")
The NC consists of two Independent Non-Executive Directors and one Non-Executive Director. The members of the NC are as follows:

Dr Lam Lee G (Chairman)
Mr Yeo Chin Tuan Daniel
Ms Mimi Yuliana Maeloa

The functions of the NC are reflected in the existing terms of reference approved by the Board and they include:



During the financial year under the review, the NC, together with the Management, had arranged for the Board members to attend various training programmes and seminars to ensure that the Board members were constantly updated and equipped with the necessary and relevant skills, knowledge and competencies to cope with the increasingly complex operation of the Group in order to discharge their duties effectively.

In its search and selection process for new Directors, the NC taps on the resources of Directors' personal contacts and recommendations of potential candidates and appraises the nominees to ensure that they possess relevant experience and calibre to contribute to the Group and its businesses, having regard to the attributes of the existing Board and the requirements of the Group. New Directors are appointed by way of a Board resolution, upon their nomination from the NC. In accordance with the Company's Articles, these new Directors who are appointed by the Board are subject to reelection by shareholders at the next annual general meeting ("AGM") after their appointment. The Company's Articles also provides that at least one-third of the remaining Directors be subject to re-election by rotation at each AGM. For the avoidance of doubt, each Director shall retire at least once every three (3) years. This will enable all shareholders to exercise their rights in selecting all Board members.

The NC has recommended the following Directors to retire pursuant to Article 106 of the Company's Articles, being eligible and having consented, be nominated for re-appointment at the forthcoming AGM:

Name of Director Appointment
Madam Oei Siu Hoa @ Sukmawati Widjaja Executive Director
Mr Hano Maeloa Executive Director

Madam Oei Siu Hoa @ Sukmawati Widjaja is the mother of Hano Maeloa and Mimi Yuliana Maeloa, Directors of the Company. There is no other relationship (including immediate family relationships) with the other Directors, the Company or its 10% shareholders.

Information on other principal comittments of the Directors is set out in the "Board of Directors" section of this Annual Report. The date of initial appointment and last re-election of each Director to the Board together with his/her directorships in other listed companies, both current and those held over in the preceding three years, are set out below:

Name of Director Date of first
appointment
to the Board
Date of
last re-election
as Director
Current directorships
in listed companies
Past directorships
in listed companies
(preceding three years)
Mdm Oei Siu Hoa @
        Sukmawati Widjaja
12 March 2010 22 March 2012 N.A. N.A.
Mr Hano Maeloa 27 July 2007 22 March 2012 Albedo Limited N.A.
Asia-Pacific Strategic Investments Limited
Ms Jennifer Chang Shyre Gwo 8 November 2010 28 April 2014 N.A. N.A.
Mr Yeo Chin Tuan, Daniel 26 April 2010 26 April 2013 Albedo Limited N.A.
Dr Lam Lee G 26 April 2010 28 April 2014 Asia-Pacific Strategic Investments Limited China CommunicationTelecom Services Company Limited
China LNG Group Limited Far East Holidays International Limited
Coalbank Limited Hutchison Harbour Ring Limited
CSI Properties Limited Next-Generation Satellite Communications Limited
Glorious Sun Enterprise Limited Wai Chun Mining Industry Group Co. Ltd.
Heng Fai Enterprises Limited TMC Life Sciences Berhad
Imagi International Holdings Limited
Mei Ah Entertainment Group Limited
Mingyuan Medicare Development Company Limited
Rowsley Ltd.
Ruifeng Petroleum Chemical Holdings Ltd
Sunwah Kingsway Capital Holdings Limited
Sunwah International Limited
Vietnam Equity Holding
Vietnam Property Holding
Vongroup Limited
Ms Mimi Yuliana Maeloa 26 April 2010 26 April 2013 N.A. N.A.

There is no alternate director on Board.

Sufficient Time and Attention by Directors
The Group has guidelines in place to address the competing time commitments faced by Directors serving on multiple boards and the Board has determined a general guideline that the maximum number of listed company board representations which any Director may hold is five (5). Any exceptions to this guideline are specifically approved by the NC, giving regard to whether the particular Director would still be able to devote sufficient time and attention to the affairs of the Group, taking into consideration the Director's number of listed company board representations and his or her other principal commitments. Notwithstanding the number of listed company board representations and other principal commitments which the Directors held, the NC is satisfied that sufficient time and attention was given by the Directors to the affairs of the Group to discharge their duties adequately in FY2014.


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Succession Planning for Directors, in particulars, the Chairman and for the CEO
Succession planning is an important part of the governance process. The NC will review the board succession plans for Directors, in particulars, the Chairman and the CEO, and make recommendations to the Board with regards to any adjustments that are deemed necessary.

Principle 5: Board Performance There should be a formal assessment of the effectiveness of the Board as a whole and its board committees and the contribution by each director to the effectiveness of the Board.

Assessing Board Performance

The 2012 Code states that there should be a formal assessment of the effectiveness of the Board as a whole and its Board Committees and the contributions by each Director to the effectiveness of the Board. The 2012 Code further recommends that the NC proposes effective criteria to evaluate how the Board should be evaluated. The NC continued with the existing internal guidelines adopted in the previous year which include an annual board assessment checklist that was being completed by all members of the Board individually, and a group checklist prepared jointly by members of the NC to evaluate the performance of the Board, its Board committees and each individual Director.

The NC is satisfied that the current size and composition of the Board provides it with adequate ability to meet the existing scope of needs and the nature of operations of the Company. From time to time, the NC will review the appropriateness of the current Board size, taking into consideration the changes in the nature and scope of operations as well as the regulatory environment.

Principle 6: Access to Information In order to fulfil their responsibilities, Board members should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and responsibilities.

Board Access to Information

The Board has separate and independent access to Management and the Company Secretary at all times. Requests for information from the Board are dealt with promptly by Management. The Board is informed of all material events and transactions as and when they occur. The Management provides the Board with quarterly reports of the Company's performance include information on financial, business and corporate issues to enable Directors to be properly briefed on issues to be considered at the Board and Board Committees meetings. The Management also consults with Board members regularly whenever necessary and appropriate. The Board members receive board papers prior to Board meetings in a timely manner.

The Company Secretary attends Board and Board Committees meetings. The Company Secretary administers, attends and prepares minutes of Board and Board Committees meetings, and assists the Chairman in ensuring that Board procedures are followed and reviewed so that the Board functions effectively and that the Company's Articles and the relevant rules and regulations applicable to the Company are complied with. The appointment and removal of the Company Secretary are subject to the approval of the Board as a whole.

The Board, in fulfilling its responsibilities, can as a group or individually, when deemed fit, direct the Company to appoint professional advisers to render professional advice.

(B) REMUMERATION MATTERS

Principle 7: Procedures for Developing Remuneration Policies There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration.



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Principle 8: Level and Mix of Remuneration

The level and structure of remuneration should be aligned with the long-term interest and risk policies of the company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of the company, and (b) key management personnel to successfully manage the company. However, companies should avoid paying more than is necessary for this purpose.

Principle 9: Disclosure on Remuneration Every company should provide clear disclosure of its remuneration policies, level and mix of remuneration, and the procedure for setting remuneration, in the company's Annual Report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key management personnel, and performance.


The RC is responsible for ensuring a formal and transparent procedure for developing policy on executive remuneration, and for fixing the remuneration packages of individual Directors and senior management.

Remuneration Committee
The RC comprises three members, the majority of whom are independent. All members of the RC are non-executive and the members of the RC are as follows:

Mr Yeo Chin Tuan Daniel (Chairman)
Dr Lam Lee G
Ms Mimi Yuliana Maeloa

Remuneration Matters
The duties and responsibilities of the RC are as follows:

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Corporate Governance