WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED
42
CORPORATE GOVERNANCE REPORT
DEALING IN SECURITIES/DIRECTORS’ SECURITIES TRANSACTIONS
The Company has adopted a code of conduct on share dealings by the Directors and key officers, which
was modelled after the SGX-ST Best Practices Guide with some modification. The guidelines set out in
the code of conduct include that the Directors and key officers:
1.
are prohibited from trading in the Shares for a period of one month prior to the announcement of
the Company’s results;
2.
are reminded that they should not deal in the Shares on short-term considerations;
3.
are strictly required to observe the insider trading laws under the Securities and Futures Act
(Chapter 289 of Singapore) at all times; and
4.
are required to report to the Company whenever they deal in the Shares. The Company will in turn
report to the public through SGXNET announcements as required under the above Securities and
Futures Act.
The Company has also adopted the Model Code for Securities Transactions by Directors of Listed Issuers
(the “Model Code”) as contained in Appendix 10 to the HK Listing Rules as its own code of conduct for
dealing in securities of the Company by the Directors.
The Company has made specific enquiry with all Directors and they have confirmed their compliance with
the relevant standards stipulated in the Model Code during the Year.
MATERIAL CONTRACTS (SGX-ST LISTING MANUAL RULE 1207(8))
No material contracts of the Company or its subsidiaries involving the interest of the chief executive
officer or any Director or controlling shareholders (as defined in the SGX-ST Listing Manual) subsisted at
the end of the Year.
INTERESTED PERSON TRANSACTIONS (SGX-ST LISTING MANUAL RULE 907)/
CONNECTED TRANSACTIONS (CHAPTER 14A OF HK LISTING RULES)
The Group has established procedures to ensure that all transactions with interested persons (as defined
in the SGX-ST Listing Manual) and connected transactions (as defined in the HK Listing Rules) are
reported in a timely manner to the Audit Committee and that the transactions are conducted on an arm’s
length basis and are not prejudicial to the interests of the Shareholders. For the Year, there were no
interested person or connected transactions of the Company.
