Sarine's shares were listed for trade on the SGX-ST on the 8th of April 2005.
The Company's corporate governance practices are described with specific reference to the Code. The Company has exercised its best efforts to adhere with the principles and guidelines of the Code. In the few cases, where the Company did not do so, the Company has explicitly specified the respective background, circumstances and reasons.
BOARD OF DIRECTORS
Principle 1: Board's Conduct of its Affairs
The Board of Directors of the Company (the "Board") is entrusted with the responsibility for the overall management of our Company. The Board's primary roles are: (i) to set the Company's values and standards and ensure the obligations to shareholders and other stakeholders are duly met; (ii) to establish a framework of prudent and effective controls, so to facilitate risk assessment and risk management and to safeguard the shareholders' interest and the Company's assets; (iii) to supervise and evaluate the performance of the Company's management (the "Management") in general and of the CEO in particular; (iv) to identify the key stakeholder groups and their effect on the Company's performance and standing; (v) to consider sustainability issues; and (vi) based on items (i), (ii), (iv) and (v) – to set the Company's goals, strategies and polices and assure that such are being properly implemented.
All directors are well aware of their professional and fiduciary duties and responsibilities as officers of the Company (including their duties of care and duties of trust).
The Board is authorised to delegate some of its authorities to permanent or ad-hoc Board committees. The Board has thus established the Audit Committee, the Remuneration Committee, the Nominating Committee and the Executive Committee, described in the following paragraph (see below in subsequent sections discussions with regard to the powers and authorities of the Audit Committee, the Remuneration Committee and the Nominating Committee). The Board has also authorised its executive directors (during the period ending on December 31, 2017) and its senior officers (during the period commencing as of January 1st, 2018) to issue shares issuable upon the exercise of options under the Company's share option plans. Notwithstanding any delegation of powers as aforesaid, the Board remains responsible, at all times, to any acts or omissions of any of the Board committees.
The Executive Committee was authorised by the Board to instruct the Company's CEO with regard to the implementation of the Board's policies and with regard to the strategic aspects of the Company's activities. Thus, the Company's CEO reported to the Executive Committee of the Board on a continuous and frequent basis and sought the Executive Committee's advice and consent. Effective as of January 1st, 2018, the Board has re-assumed upon itself the duties and powers previously granted to the Executive Committee.
In line with applicable law, the Board is entrusted with all issues related to the Company's share capital, assumes the responsibility for the approval of the Company's financial statements and sets the Company's goals and policies. The Board also appoints the CEO and oversees the performance of his duties.
Within this framework, the Board discusses and resolves any matters, which require the Board's approval under any applicable law (including, without limitation, interested persons' transactions) and/or any activities conducted pursuant to the guidelines set by the Board. In general, any material issue concerning Sarine (e.g. strategic planning, material research and development milestones, material market and/or business development issues, potential material transactions, substantial capital investments, etc.) is brought to the attention of the Board.
The Board meets regularly and in any event no less frequently than five times every calendar year. The Company's Articles of Association (the "Articles") and the Israeli Companies law allow the convening of meetings of the Board using conference calls or any other device allowing each director participating in such meeting to hear all the other directors participating in such meeting.
As of the date of this Annual Report, all (but one) of the directors have been serving on the Board more than nine years. Therefore, the Board members have been instructed and trained, on many occasions, with regard to their roles, responsibilities, powers and duties. Such orientation included dissemination of written materials, prepared by the Company and its counsels, periodical updates with regard to legal and corporate governance developments affecting the Board and the directors, personal communication with the Company's secretary and ongoing discussions at Board meetings.
Any new member of the Board is provided with the required guidance, taking into account his or her background, experience and expertise. Such guidance refers, among others, to: (i) the Group's structure and activities; (ii) the director's powers and duties; (iii) accounting, legal and other industry-specifics aspects (as required).
Principle 2: Board Composition and Guidance
As of the date of this report, the Board comprises seven directors, the majority of whom are independent (two of those directors, namely Ms. Valerie Ong Choo Lin and Mr. Yehezkel Pinhas Blum also qualify as "External Directors", under Israeli law). Thus the Board is able to exercise objective judgment, independently from Management and no individual or small group of individuals can dominate the decisions of the Board.
Mr. Chan Kam Loon has been appointed by the Annual General Meeting as the Lead Independent Director.
The Board is of the opinion that its current size is adequate. However the Board is considering the addition of up to two additional directors in the future, optimally from the retail polished diamond trade or other relevant fields of expertise, taking into account the optimal Board's size on the one hand, and the benefits of diversity and complementary expertise on the Board on the other hand.
The Nominating Committee reviews the independence of each director annually and applies the Code's definition (as well as the definitions of Israeli law) of Independent Director qualifications in its review.
Key information about the directors is detailed in the "Board of Directors" section of the Annual Report.
The directors of the Company in office at the date of this report are:
There are no permanent alternate directors (in the past alternate directors have been appointed in very few cases and only for specific meetings; during 2017 an alternate director was appointed only once).
The Board draws from a broad spectrum of competencies and disciplines: from the diamond and gemstones industry, the high-tech industry, the business community, capital markets, legal practice and management. As noted above, the Company is also considering seeking additional directors who will enrich and diversify the Board. The Company has further established an Advisory Committee, in order to draw on additional expertise from non-Board members. As of the date of this writing, the Advisory Board comprises the Executive Chairman, Daniel Benjamin Glinert, Ms. Varda Shine, an Independent Director and Mr. James N. Fernandez, who worked at Tiffany for over 30 years, including 22 years as Chief Financial Officer, and retired in 2014 as its Chief Operating Officer.
The members of the Board are informed periodically (whether at Board meetings or otherwise) of any developments and updates, concerning their powers and duties under applicable laws. Directors also consult with the Company's General Counsel and Company Secretary on an ongoing basis, with regard to the performance of their duties.
The Non-Executive Directors participate actively in developing strategy and in reviewing the performance of the Company.
The Independent Directors may meet without the presence of the Management of the Company, to the extent necessary or advisable.
Principle 3: Chairman and Chief Executive Officer
The Executive Chairman and the CEO of the Company are separate individuals. They are not related.
According to the resolution of the Board:
"The Company is of the view that a distinct separation of responsibilities between the Chairman and the CEO will indeed ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision making.
As the most senior executive in the Company, the CEO bears executive responsibility for the Company's day-to-day business according to the policies set by the Board and subject to the Board's directives, and works with the Board on strategic planning, business development and generally charting the growth of the Company.
The CEO shall report to the Board on a periodic basis and shall seek the Board's advice and consent.
The Chairman bears responsibility for the proper functioning of the Board and the Board's committees (and of the Non-Executive Directors in particular), maintains on-going supervision over the Management of the Company and over the flow of information from the Company's Management to the Board, and assists in promoting high standards of corporate governance and ensuring compliance with the Company's guidelines of corporate governance.
The Chairman ensures that Board meetings are held when necessary and sets the Board meetings agenda in consultation with the CEO.
The Chairman ensures effective communication between the Board and the Company's shareholders."
Principle 4: Board Membership
According to the Articles, each director shall serve, unless the Annual General Meeting appointing him or her provides otherwise, until the third Annual General Meeting following the Annual General Meeting at which such director was appointed, or his earlier resignation or removal pursuant to the provisions of the Articles. A director who has completed his or her term of service or has been removed as aforesaid shall be eligible for re-election. The directors who qualify as "External Directors" may be removed from office only if they no longer qualify to serve as such.
The Nominating Committee comprises four directors, a majority of whom, including the Chairman, is independent. As at the date of this Report, the Nominating Committee members are:
Our Nominating Committee is responsible for the:
- the review of board succession plans for directors and ensure ongoing succession and progressive renewal of the Board;
- evaluation of the performance of the Board and its Board committees;
- re-nomination of directors (including Independent Directors of our Company) taking into consideration each director's contribution and performance;
- determining on an annual basis whether or not a director is independent (according to applicable law and to the Code of Corporate Governance and based on commonly accepted standards); and
- deciding whether or not the Board in general and each member of the Board in particular are able to and have been adequately carrying out their duties as directors
The Nominating Committee considers potential nominees presented by the Company's Management or by other directors, based, among others, on their qualifications, potential contribution to the Board, their independence, etc. In doing so the Nominating Committee also weighs stability and continuity versus diversification and progressive renewal.
As of the date of this Annual Report, there are three directors (Mr. Chan Kam Loon, Ms. Valerie Ong Choo Lin and Ms. Varda Shine) who serve as directors in other publicly traded companies (further details are provided in the "Board of Directors" section of the Annual Report). The Nominating Committee is of the view that there are currently no compelling reasons to impose a cap on the number of board representations each director may hold since Mr. Chan, Ms. Ong and Ms. Shine are able to and have adequately carried out their duties as directors of the Company, notwithstanding such other directorships.
Principle 5: Board Performance
Our Nominating Committee decides how the Board's performance is to be evaluated and proposes objective performance criteria, subject to the approval of the Board, which are used to assess the degree to which the Board enhances long-term shareholder value. The Board has implemented a process to be carried out by our Nominating Committee for assessing the effectiveness of the Board as a whole and for assessing the contribution of each individual director to the effectiveness of the Board. The performance evaluation takes into consideration, among other issues, the achievement of the Company's strategic goals and the actual participation and contribution of each director.
The Nominating Committee's findings and recommendations are brought before the Chairman of the Board, who, when applicable, may initiate the nomination of new directors or the resignation of existing directors.
Throughout 2017, the Board was convened 7 times.
The attendance (in person) of the directors in the Board meetings held in 2017 was as follows (in addition, a written resolution was passed on one occasion):
*Messrs. Harel, Mashiah and Stark stepped down from their position as directors on April 25, 2017.
**Ms. Varda Shine was appointed as a director effective as of April 25, 2017.
The attendance of the directors in the Audit Committee meetings held in 2017 is as follows (in addition, a written resolution was passed on one occasion):
The attendance of the directors in the Remuneration Committee meetings held in 2017 is as follows (in addition, a written resolution was passed on one occasion):
*Mr. Stark stepped down from his position as a director on April 25, 2017.
The attendance of the directors in the Nominating Committee meetings held in 2017 is as follows (in addition, a written resolution was passed on one occasion):
*Mr. Mashiah stepped down from his position as a director on April 25, 2017.
Principle 6: Access to Information
The Management of the Company provides the Board with interim and periodical (quarterly/annual) financial reports, budget control reports and additional financial and operational information. The Board has separate and independent access to senior Management of the Company. Requests for information from the Board are dealt with promptly. The Board is informed on all material events and transactions as and when they occur. Professional advisors (e.g. with regard to securities-related matters, compliance, insurance, audit, etc.) may be appointed to advise the Board, or (in special circumstances – as provided by Israeli law) any of its members, if the Board or any individual member thereof needs independent professional advice (under Israeli law, the retention of an independent counsel by a director is subject to the Board or the court's approval, as applicable; when considering a director's request in this regard, the court will consider the adequacy of the advice rendered by the Board's counsel/s and the fees charged by an independent counsel, in view of the matter in question and the Company's financial situation).
The Board is involved in the appointment and removal of the Company secretary. The Company secretary (who also serves as an external legal counsel to the Company) attends all Board and Board committees' meetings and is responsible for ensuring that Board procedures are followed and for the recording of the minutes. Together with the Chairman and the Management, the Company secretary is responsible for compliance with the applicable laws, rules and regulations in this regard.
Principles 7, 8 & 9: Procedures for Developing Remuneration Policies, Level and Mix of Remuneration, and Disclosure of Remuneration
The Remuneration Committee comprises 3 directors, all of whom are independent. As at the date of this report, the Remuneration Committee members are:
Our Remuneration Committee recommends to our Board of Directors a framework of remuneration for our directors and key executives, and recommends specific remuneration packages for each Executive Director. All aspects of directors' and key executives' remuneration, including but not limited to directors' fees, salaries, allowances and bonuses, options and benefits in kind are dealt with by our Remuneration Committee. The Remuneration Committee and the Board rely, among other things, on periodical remuneration surveys conducted by independent Israeli remuneration experts (such as Zviran Compensation and Benefits Solutions). Each member of our Remuneration Committee shall abstain from voting on any resolutions in respect of his/her remuneration package. The remuneration of our independent Directors, who are deemed also as "External Directors" according to the provisions of the Israeli Companies, is also subject to the limitations set by Israeli law.
The Company's overall three-year remuneration policy and specific remuneration packages for the directors and key executives were presented to the General Meeting and approved by it at the Annual General Meeting held on 19 April 2016.
Our Non-Executive Directors (i.e. Messrs. Harel and Stark who served as directors until April 25, 2017, and Mr. Eshed) received for their services during 2017 participation fees – based on their actual participation in the meetings of the Board of Directors and the Board committees, - amounting in the aggregate (for the three Non-Executive directors) to S$ 22,000 (excluding non-cash option compensation). The participation fees paid to our Non-Executive directors are equal to the fees paid to our Independent Directors per meeting (which participation fees are subject to the limitations set by Israeli law - as aforesaid). Our Independent Directors received (in the aggregate) less than S$ 254,000 (excluding non-cash option compensation) for their services in 2017 (the cash remuneration of our Independent Directors is comprised of annual fees and participation fees). During 2017 the Executive Directors received together (including payments made to Mr. Levami in connection with his position as the Company's former CEO) approximately S$ 773,000 for their services. The remuneration arrangements of our Executive Directors include performance based incentives, including non-cash option compensation.
The remuneration (including performance cash-based incentives and non-cash option compensation) paid and accrued by us and our subsidiaries to each of our directors and our top five (in terms of amount of remuneration) employees (not being directors) for services rendered to us in all capacities during 2017, were as follows:
Directors and the CEO:
*Mr. Uzi Levami stepped down from his position as CEO as of April 30, 2017.
**Messrs. Harel, Mashiah and Stark stepped down from their position as directors on April 25, 2017.
***Ms. Varda Shine was appointed as a director effective as of April 25, 2017.
****Mr. David Block was appointed as CEO as of May 1, 2017.
Top Five Key Management Personnel:
Band 1: remuneration of up to S$ 250,000 per annum.
Band 2: remuneration of between S$ 250,001 to S$ 500,000 per annum.
Band 3: remuneration of between S$ 500,001 to S$ 750,000 per annum.
*Mr. Ben Kohav has been employed by the Company since July 2017
The aggregate remuneration paid to the top five key Management personnel (who are not directors or the CEO) for the year ended 31 December 2017 was S$1,468,000 (including the aggregate fair value of non-cash option compensation).
Any future arrangements concerning the remuneration of our directors and CEO shall be brought to the approval of our Remuneration Committee, Board of Directors and General Meeting.
Any future arrangements concerning the remuneration of our key executives shall be brought to the review of the Remuneration Committee and Board of Directors.
Incentive-based compensation which is linked to the Company's business results is based on audited financial results and may be corrected after the fact (and duly reimbursed by the beneficiary), if subsequent audits find errors which call for restatements of results.
Since its listing on the SGX-ST, the Company had been granting share options to its employees under its 2005 Share Option Plan (the "2005 Plan"). The 2005 Plan is described in the Company's prospectus and a copy thereof is attached to the said prospectus. Given the expiry of the 2005 Plan, following the lapse of its ten-year term, the Company's General Meeting, held on 20 April, 2015 approved a new Share Option Plan, substantially similar to the 2005 Plan (the "2015 Plan"). The Board of Directors has set guidelines concerning, among other things, eligibility to receive share options (based on performance and time of service with the Company), vesting periods (typically over four years from the date of grant; three years for directors, the CEO and senior officers) and the minimum and maximum amounts of share options to be granted (based on seniority and expertise). Executive Directors, senior officers and key employees are also granted performance-based options, to be vested over three years, based upon the achievement of business goals – as discussed in greater detail in the Company's remuneration policy – which was approved by the Company's Annual General Meeting held on 19 April 2016. During 2017, all share options granted under the 2015 Plan were granted at the Market Price (as such term is defined in the Plan). Further details with regard to the options granted by the Company may be found in the "Directors Report" section of the annual report.
The Company has no employees who are immediate family members of a director or the CEO, and whose remuneration exceeded S$ 50,000 during the year.
None of the Company's agreements with its Executive Directors and/or key employees include any overly generous termination-related clauses. Except as required by law, the Company does not grant long termination notice periods and/or any other termination-related benefits
No directors participate in decisions on their own remuneration.
Principle 8: Level and Mix of Remuneration
Executive Directors' remuneration package and key Management personnel's remuneration framework are structured in a way that links rewards to corporate and individual performance. Cash bonuses and share options are linked, to a great extent, to the achievement of the Company's strategic goals.
The review of remuneration packages also takes into consideration the pay and employment conditions within the industry and the long-term interests of the Group. The review covers all aspects of remuneration including salaries, fees, allowances, cash bonuses and share options
The Remuneration Committee's recommendations are submitted for endorsement by the entire Board, and, where required under law, are also brought for the shareholders' approval.
The Company has in place an Employee Share Option Plan that serves to provide a longer term incentive better aligned with long term performance of the Company and of the directors, officers and employees.
Remuneration of Independent Directors is set according to the applicable laws and regulations and at a level commensurate with their prior experience and level of responsibility, after taking into account industry benchmarks.
The Company believes that the current remuneration of Independent Directors is at a level that will not compromise the independence of the directors.
It should be noted, that the two Non-Executive Directors are also shareholders of the Company (holding approximately 4%- of the Company's shares each).
The Company's option agreements include contractual provisions allowing the Company to reclaim performance-based incentives, in cases that such incentives were granted based on inaccurate data.
Principle 10: Accountability
The Board is accountable to the Company's shareholders. The Board provides the shareholders with periodical, and to the extent necessary and/or required – immediate, reports with regard to the business, financial and other aspects of the Company's activities.
The Board takes adequate steps to ensure compliance with legislative and regulatory requirements, including requirements under the listing rules of the securities exchange.
The Management provides the Board with management accounts regarding the Company's performance. Such accounts are provided on a periodical basis (and when needed - as warranted by the circumstances), to enable the Board to make a balanced and informed assessment of the company's performance, position and prospects
Principles 11, 12 & 13: Audit Committee, Internal Controls and Internal Audits
The Audit Committee comprises three directors, all of whom, including the Chairman, are independent. As at the date of this Report, the Audit Committee members are:
The members of our Audit Committee possess vast and diverse accounting, financial, commercial and legal expertise and experience. Mr. Chan Kam Loon has a degree in accountancy and is qualified as a chartered accountant with the Institute of Chartered Accountants in England and Wales, Mr. Yehezkel Pinhas Blum has a degree in economics and business administration and Ms. Ong heads the Corporate Finance practice in the Singapore law firm of Dentons Rodyk. Each of them has more than twenty years' financial/business experience. Further details with regard to expertise and experience of the members of our Audit Committee may be found in the "Board of Directors" section of the Annual Report.
Our Audit Committee assists our Board in discharging its responsibility to safeguard our assets, maintain adequate accounting records and develop and maintain effective systems of internal control, with the overall objective of ensuring that our Management creates and maintains an effective control environment in our Company, in consultation with the Internal Auditor. Under its terms of reference, our Audit Committee may seek any information it requires from any employee and all employees are directed to co-operate with any requests made by our Audit Committee. Our Audit Committee also provides a channel of communications between our Board, our Management and our Internal and External Auditors on matters relating to audit.
The Audit Committee meets periodically and performs the following functions:
- reviews the scope and results of the audit and its cost effectiveness, and the independence and objectivity of the External Auditors.
- reviews with the Internal and External Auditors the audit plan, their evaluation of the system of internal accounting controls, their letter to Management and the Management's response;
- reviews the quarterly and annual financial statements and statement of financial position and statements of comprehensive income and the Appendix 7.2 report thereon before submission to our Board for approval, ensuring the integrity of the financial statements of the company and any formal announcements relating to the company's financial performance, and focusing in particular on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, compliance with accounting standards and compliance with the Listing Manual and any other relevant statutory or regulatory requirements;
- reviews the internal control procedures and recommends to the Board ways and means to ensure the adequacy of the Group's Internal Control Procedures (including financial, operational, compliance and information technology controls, and risk management systems); indeed, the Audit Committee and Board are of the opinion, upon consultation with the Company's External Auditors and the Internal Auditor of the Company (who conducted a follow up review, based on previous findings) and based on ongoing discussions with the Management of the Company, that the Internal Control procedures of the Group are adequate.
- Ensures co-ordination between the External Auditors and our Management, and reviews the assistance given by our Management to the Auditors, and discusses problems and concerns, if any, arising from the interim and final audits, and any matters which the Auditors may wish to discuss (in the absence of our Management, where necessary);
- reviews and discusses with the External Auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Company's operating results or financial position, and our Management's response;
- considers and recommends to the Board to appoint and re-appoint the Internal and External Auditors and matters relating to the resignation or dismissal of the Auditors; considers and recommends to the Board with regard to the fees of the Internal and External Auditors;
Indeed, based on the review of the External Auditors' credentials and their registration with and reporting to the Public Company Accounting Oversight Board (PCAOB), a member of the International Forum of Independent Audit Regulators, independent of the accounting profession and directly responsible for the system of recurring inspection of accounting firms, the Board and the Audit Committee have confirmed the External Auditors' suitability and their ability to meet their audit obligations. The Board and the Audit Committee further satisfied themselves that the external audit firms possess the adequate resources, experience and expertise and that the audit engagement partners and the supervisory and professional staff assigned to the particular audit possess the necessary skills and experience required for such task;
- reviews interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual or within the scope of those interested persons transactions that require the approval of the Audit Committee pursuant to Israeli Companies Law;
- reviews potential conflicts of interest, if any;
- reviews the remuneration packages of employees who are related to our directors and/or substantial shareholders, if any;
- undertakes such other reviews and projects as may be requested by our Board, and reports to our Board its findings from time to time on matters arising and requiring the attention of our Audit Committee;
- generally undertakes such other functions and duties as may be required by statute or the Listing Manual, or by such amendments as may be made thereto from time to time; and
- sets an arrangement by which staff of the company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters.
Apart from the duties listed above, our Audit Committee communicates and reviews the findings of internal investigation into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any law, rule or regulation which has, or is likely to have, a material impact on our Company's operating units and/or financial position.
The Audit Committee has the authority to investigate any matters within its terms of reference and the discretion to invite any director to attend its meetings. The Management fully cooperates with the Audit Committee and provides it resources to enable it to discharge its functions properly.
The Audit Committee meets with the Internal and External Auditors annually to review the adequacy of audit arrangements, with particular emphasis on the scope and quality of their audits, and the independence and objectivity of the Internal and External Auditors. Where necessary, the Audit Committee may meet the External or the Internal Auditors without presence of Management.
The Company supports whistle blowing. Employees may raise concerns about possible improprieties in financial reporting or other matters. Upon receipt of a concern, independent investigation and appropriate follow up action will be taken.
The Group's internal controls and systems are designed to provide reasonable assurance to the integrity and reliability of the financial information.
The Audit Committee and Management have mapped and analysed the Group's risks and have compiled a matrix of risks pertaining to the Group's business and performance, financial management, information technology (IT) and regulatory compliance issues, delineating the severity of their potential negative impairment to the Group and their probability of being realised. Thus, a comprehensive weighted prioritised risk factor list has been derived. The Audit Committee has reviewed the Company's internal controls and their adequacy at addressing the aforementioned risks in general, and has engaged the services of the Internal Auditor for in-depth analyses of key issues on a routine basis. The primary areas that have been so audited in 2017, and the internal controls fine-tuned appropriately as per the findings of said audits, have been purchasing, collection process, the finalisation of the Surat building, and follow up in India on service centre operations, pre- and post-sale standard operating procedures, spare part inventory management and payment to vendors. A review of the Group's payroll process in Israel is currently in process. In previous years the areas audited were quality control, customer service, inventory purchasing, sales cycle, payment security and information security in Israel, the new building project in Surat, pre and post-sale standard operating procedures, payment to vendors, IT information security, purchasing, spare parts inventory, service centre operations, collection of receivables, customer credits, attendance and payroll in India, as well as information control and integration between Sarin India and Sarine Israel. All the findings of said audits have been reviewed by the Board, with appropriate enhancements to the internal controls agreed upon with Management. In many instances (e.g., the building project in Surat, India, service centre operations, IT information security, information control and integration, purchasing, inventory and attendance and payroll) repeat reviews have been executed to verify the necessary corrective actions' due implementation.
The Board has received assurance from the Company's CEO and CFO:
- that the financial records have been properly maintained and the financial statements give a true and fair view of the Company's operations and finance; and
- regarding the effectiveness of the company's risk management and internal control systems.
Based on the recommendations of the Audit Committee, the Board of Directors appointed, in August 2009, Mr. Doron Cohen, CPA, CIA, of Fahn Kanne Control Management, Ltd., subsidiary of Fahn Kanne and Co., Certified Public Accountants (Isr.) (Member firm of Grant Thornton International) – a reputable auditing firm, as the Internal Auditor of the Company. The Internal Auditor carries out its function according to the standards set by internationally recognised professional bodies. The role of the Internal Auditor is to independently examine, among other things, whether our activities comply with the law and orderly business procedures. Our Internal Auditor submits his work plans to the prior approval of the Audit Committee and presents his findings to the Audit Committee and to the Board of Directors. The Internal Auditor reports to the Chairman of the Audit Committee and the Chief Executive Officer of the Company. According to Israeli law, the Board appoints and removes the Internal Auditor, based on the Audit Committee's recommendations. The Internal Auditor's compensation is set by the Audit Committee. The Company cooperates fully with the Internal Auditor in terms of allowing access to documents and information and the Internal Auditor has unfettered access to all the company's documents, records, properties and personnel, including access to the Audit Committee.
The Audit Committee reviews annually the adequacy and effectiveness of the internal audit function.
The External Auditors of the Group are Somekh Chaikin Certifed Public Accountants (Isr.), member firm of KPMG International (partner in charge, Lior Caspi, appointed with effect 1 January 2016) and Chaikin, Cohen, Rubin and Company (partner in charge, Dani Aviram, appointed with effect 1 January, 2017). The Group engages a suitable auditing firm, BSR & Co. LLP, member firm of the KPMG network of independent member firms affiliated with KPMG International, for the statutory audit of its significant foreign-incorporated subsidiary, namely Sarin Technologies India Private Limited.
The Audit Committee is updated periodically (and at least annually) on any changes in accounting standards by the External Auditor.
No former partner or director of the Company's auditing firm has acted as a member of the Company's Audit Committee.
The Company has complied with Rule 712 and Rules 715/716 of the Listing Manual.
The Company has paid to its External Auditors an aggregate amount of US$ 336,000 for services rendered in 2017, out of which amount, US$ 226,000 (approximately 67%) were paid as audit fees, US$ 28,000 (approximately 9%) were paid for other audit related services, US$ 71,000 (approximately 21%) were paid as tax fees and US$ 11,000 (approximately 3%) were paid for travel expense reimbursement.
The Audit Committee confirms that it has undertaken a review of all non-audit services provided by the External Auditors and is satisfied that given the scope and nature of the non-audit related services, such services should not, in the Audit Committee's opinion, affect the independence of the External Auditors.
Principles 14 & 15: Communication with Shareholders and Greater Shareholder Participation
The Company treats all shareholders fairly and equitably and recognises, protects and facilitates the exercise of shareholders' rights, and continually reviews and updates such governance arrangements.
The Company's results are published through the SGXNET and news releases. The Company does not practice selective disclosure. Price-sensitive information is first publicly released, either before the Company meets with any group of analysts or simultaneously with such meetings. Results and annual reports are announced or issued within the mandatory period.
The Company's Chairman and senior Management meet and discuss frequently with analysts and investors, and presentations made by the Company in such events are generally shared with the public at large.
The Company has a dedicated investor relations team, composed of an in-house team and of consultants and service providers in Singapore and the USA.
All shareholders of the Company are provided with the Annual Report and notice of the convening of the Annual General Meeting. At the Annual General Meeting shareholders are given the opportunity to air their views and ask directors or Management questions regarding the Company. The Company's announcements and policies ensure that shareholders are informed of the rules, including voting procedures, that govern general meetings of shareholders and have the opportunity to participate effectively in and vote at general meetings of shareholders.
The Articles were amended in 2015, so to allow a member of the Company to appoint more than two proxies to attend and vote instead of such member.
Through its meetings with investors, analysts and shareholders, the Company gathers information, views and inputs and addresses shareholders' concerns.
Principles 16: Conduct of Shareholder Meetings
General meetings are held in Singapore. At such meetings, shareholders of the Company are given the opportunity to air their views and ask the directors and Management questions regarding the Company.
Resolutions at general meetings are on each substantially separate issue. The Company avoids bundling resolutions unless they are interdependent and linked.
Directors of the Company are present at general meetings (whether personally in Singapore, or over video conference) to address any questions that shareholders may have. The External Auditors are also present (over video conference) to assist the Board in addressing queries by shareholders relating to the conduct of the audit and the preparation of and content of the Auditors' Report.
Minutes of general meetings are available to shareholders upon their request.
The Company applies voting by poll for all resolutions.
DEALINGS IN SECURITIES
The Company has complied with the following best practices on dealings in securities:—
- The Company has adopted its own internal compliance code to provide guidance to its officers with regard to dealing by the Company and its officers in its securities;
- According to such code an officer of the Company should not deal in the Company's securities on short-term considerations; and
- According to such code the Company and its officers and employees do not deal in the Company's securities 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 full year financial statements.
Throughout the financial year under review the Company was not a party to any Material Contracts involving the Chief Executive Officer, directors or controlling shareholders.
INTERESTED PERSON TRANSACTIONS
All interested person transactions are considered and reviewed by the Board of Directors, and to the extent required by the Listing Manual and/or the Israeli Companies Law, also by the Audit Committee and the General Meeting
Our internal control procedures are designed to ensure that all interested person transactions, including interested person transactions involving companies related to our Company, are conducted at arm's length and on commercial terms.
Throughout the financial year under review the Company was not a party to any interested party transaction the financial scope of which exceeded S$100,000.