The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the Company.

Proportion of Independent Directors

As of the date of this report, the Board comprises of two (2) Independent Directors (out of a four (4) member Board), which constituted half of the Board. Although the Chairman of the Board is not independent and the Independent Directors does not make up majority of the Board as recommended by Provision 2.2 of the Code, the Board and the Nominating Committee are of the view that the Company complies with Principle 2 of the Code taking into consideration the following: (i) half of the Board consists of Independent Directors and majority of each of the Board Committees are Independent Directors, (ii) the decision making process of the Board is based on collective decisions so that no individual or groups of individuals can dominate the decision making process, and (iii) the Board has a Lead Independent Director, who will provide leadership in situations where the Executive Chairman and Chief Executive Officer may be conflicted. Nevertheless, the Nominating Committee will continue to review and monitor the requirement for a majority of the Board to be Independent Directors, to be in line with the Provision 2.2 of the Code.

The Board comprises a majority of three (3) Directors (out of a four (4) member Board) who are Non-Executive Directors.

The Board currently comprises four (4) members, one (1) of whom is an Executive Director and three (3) of whom are Non-Executive Directors, of which two (2) are Independent Directors.

The Nominating Committee is responsible for examining the size and composition of the Board and Board Committees. Having considered the scope and nature of the Group’s businesses, the requirements of the business and the need to avoid undue disruptions from changes to the composition of the Board and Board Committees, the Board, in concurrence with the Nominating Committee, is of the view that the current size and composition of the Board and Board Committees, are appropriate to facilitate effective decision making, and provide sufficient diversity of expertise to lead and govern the Company effectively.

The Company has a written board diversity policy which sets out the policy and framework for promoting diversity on the Board and believed that a diverse Board will enhance decision making of the Board by utilising the variety of skills, industry, and business experiences and competencies, gender, age, ethnicity and culture, geographical background and nationalities, tenure of services and other distinguishing qualities.

Meeting of Non-Executive Directors without Management

The Non-Independent and Non-Executive Director and the Independent Directors will assist to develop proposals on strategies and goals for the Company and regularly assess the performance of the Management in meeting the agreed goals and objectives, and monitor the reporting of performance. The Non-Independent and Non-Executive Director and the Independent Directors are encouraged to meet, without the presence of the Management, so as to facilitate a more effective check on the Management. They will meet on a need-basis without the presence of the Management to discuss on arising issues.

During FY2023, the Non-Independent and Non-Executive Director and the Independent Directors have met informally via physical/virtual meetings and communicated via emails without the presence of Management to discuss matters such as the Group’s financial performance, corporate governance initiatives, succession planning as well as leadership development and the remuneration of Directors and key management personnel.

There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.

Separation of the Role of Chairman and Chief Executive Officer

The roles of the Executive Chairman and the Chief Executive Officer are currently held by Mr Tan Tong Guan. TheBoard is of the opinion that it is not necessary to separate the roles of the Chairman and the Chief Executive Officer after taking into account the current size, scope and the nature of the operations of the Company, and with the strong presence of Independent Directors on the Board. 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 or group of individuals exercising any considerable concentration of power or influence and there is accountability for good corporate governance. There is an appropriate balance of power and authority given that the majority of the members (including the respective Chairmen) of the Board Committees are independent and the Board Committees are chaired by Independent Directors. Taking into account the above, the Board is of the view that the Company complies with Principle 3 of the Code.

Role of Chairman and Chief Executive Officer

As Executive Chairman of the Board, Mr Tan Tong Guan leads the Board and is responsible for the management of the Board. When setting the agenda, he ensures that adequate time is available for discussion of all agenda items, in particular strategic matters. The Executive Chairman encourages Board’s interaction with the Management, facilitates effective contribution of the Non-Independent and Non-Executive Director and Independent Directors,encourages constructive relations among the Directors and promotes high standards of corporate governance. In addition, the Executive Chairman ensures that the Directors receive accurate, timely and clear information and there is effective communication with Shareholders and other stakeholders.

The Executive Chairman, being the Chief Executive Officer, is also in charge of charting the business direction as well as corporate planning and strategic developments of the Company and the Group.

As the roles of the Chairman and the Chief Executive Officer are held by the same person, Mr Henry Tan Song Kok has been appointed as the Lead Independent Director of the Company as recommended by the Code, to provide leadership in situations where the Chairman, who is not independent, is conflicted. As the Lead Independent Director, Mr Henry Tan Song Kok is available to address the concerns of Shareholders and when contact through the normal channels of communication to the Executive Chairman and Chief Executive Officer or the Chief Financial Officer has failed to satisfactorily resolve their concerns or when such contact is inappropriate or inadequate.

The Non-Independent and Non-Executive Director and Independent Directors are encouraged to meet periodically without the presence of the Management where necessary. The Lead Independent Director will also provide feedback to the Chairman after such meetings.

There were no query or request on any matters which requires the Lead Independent Director’s attention received in FY2023.

The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board.

The Nominating Committee has written terms of reference that sets out its duties and responsibilities. Amongst them, the Nominating Committee is responsible for:

For new appointments to the Board, the Nominating Committee will consider the Company’s current Board size and its composition and decide if the candidate’s background, experience, expertise and knowledge will complement the skills and competencies of the existing Directors on the Board. The candidate must be a person of integrity and must be able to commit sufficient time and attention to the affairs of the Company, especially if he is serving on multiple boards. The Nominating Committee will ensure that new Directors are aware of their duties and obligations. In addition, the Nominating Committee will take into consideration whether a candidate had previously served on the board of a company with an adverse track record or a history of irregularities, or whether the candidate is or was under investigation by professional associations or regulatory authorities. The Nominating Committee will also assess whether a candidate’s resignation from the board of any such company would cast any doubt on the candidate’s qualification and ability to act as a Director of the Company.

If a vacancy arises under any circumstances, or where it is considered that the Board would benefit from the services of a new Director, the Nominating Committee, in consultation with the Board, will determine the selection criteria and select the appropriate candidate for the position. The search for a suitable candidate is drawn from the contacts and networks of existing Directors. The Nominating Committee can also approach relevant institutions such as the Singapore Institute of Directors, professional organisations or business federations to source for a suitable candidate..

In accordance with the Code and Rule 720(4) of the Catalist Rules, all Directors shall submit themselves for re-nomination and re-election at least once every three (3) years. Pursuant to Regulation 95 of the Company’s Constitution, at least one-third of the Directors will retire at the annual general meeting (“AGM”) each year. In addition, Regulation 101 of the Company’s Constitution provides that a newly appointed Director can only hold office until the next AGM and then be eligible for re-election but shall not be taken into account in determining the number of Directors who are to retire by rotation. The Nominating Committee is charged with the responsibility of re-nomination having regard to the Director’s contribution and performance (e.g. attendance, preparedness, participation and candour) including, if applicable, as an Independent Director

The Nominating Committee has recommended to the Board that Mr Tan Tong Guan and Mr Kim Seah Teck Kim (collectively the “Retiring Directors”) be nominated for re-election at the upcoming AGM. In making the recommendation, the Nominating Committee had considered, among others, each of the Retiring Directors’ contribution and performance to the Board and the Group. Mr Kim Seah Teck Kim, being a member of the Nominating Committee, has abstained from making any recommendation and/or participating in any deliberation of the Nominating Committee in respect of the assessment of his own re-election as a Director of the Company.

Mr Tan Tong Guan will, upon re-election as a Director, remain as the Executive Chairman and Chief Executive Officer.

Mr Kim Seah Teck Kim will, upon re-election as a Director, remain as an Independent Director, Chairman of the Nominating Committee and the Remuneration Committee as well as a member of the Audit Committee. Mr Kim Seah Teck Kim is considered by the Board to be independent for the purpose of Rule 704(7) of the Catalist Rules.

As set out under Provision 2.1 of the Code above, on an annual basis, the Nominating Committee is required to determine the independence status of the Directors, bearing in mind the circumstances set forth in the Code, Rule 406(3)(d) of the Catalist Rules and any other salient factors. The Independent Directors have submitted their respective confirmation of independence annually for the Nominating Committee’s review. For FY2023, the Nominating Committee has reviewed the confirmation of independence submitted by the Independent Directors and determined that the Independent Directors (namely Mr Kim Seah Teck Kim and Mr Henry Tan Song Kok) are independent. Each of the Independent Directors, being members of the Nominating Committee, has abstained and not participated in the review and determination in respect of himself.

The Nominating Committee ensures that new Directors are aware of their duties and obligations. For re-nomination and re-appointment of Directors, the Nominating Committee takes into consideration the competing time commitments faced by Directors and their ability to devote appropriate time and attention to the Group.

Please refer to the section entitled “Directors Profile” of the Annual Report for the listed company directorship and principal commitments of each Director.

As set out under Provision 1.5 of the Code above, the Nominating Committee has reviewed and is of the opinionthat the Directors are able to and have adequately carried out their duties as Directors of the Company, as well as sufficient time and attention are given by the Directors to the affairs of the Company, in FY2023. Each of the Independent Directors, being members of the Nominating Committee, has abstained and not participated in the review and determination in respect of himself.

The Board and the Nominating Committee strive to ensure that Directors on the Board possess the experience, knowledge and skills critical to the Company’s business so as to enable the Board to make sound and well-considered decisions.

The Nominating Committee had carried out an annual performance evaluation process to assess the effectiveness of the Board as a whole and its Board Committees. The purpose of the evaluation process is to increase the overall effectiveness of the Board and its Board Committees. Each Director completes an evaluation form to assess the overall effectiveness of the Board as a whole and its Board Committees. The appraisal process for the Board focuses on the evaluation of factors such as the composition of the Board, the Board’s accessibility to information, Board procedures and accountability, communication with key management personnel and Directors’ standards of conduct. The appraisal process for the Board Committees, on the other hand, focused on the evaluation of the respective Board Committees structure, conduct of meetings, measurement and monitoring of Board Committees performance. The results of these evaluations are reviewed and used constructively by the Nominating Committee to identify areas of improvements and recommending appropriate course of action to the Board. Based on the results collated from the evaluations, the Nominating Committee is of the view that the overall effectiveness of the Board as a whole and the Board Committees has been satisfactory for FY2023.

The Nominating Committee had decided unanimously, that the Directors will not be evaluated individually as it is more appropriate and effective to assess the overall effectiveness of the Board as a whole, bearing in mind that each Director contributes in different ways to the success of the Company and Board decisions are made collectively. In addition, the factors taken into consideration for each Director’s re-nomination are the extent of his/her attendance, participation and contribution in the proceedings of the meetings.

For FY2023, the Nominating Committee has not engaged any external facilitator to assist in the assessment of the effectiveness of the Board as a whole and the Board Committees. Where relevant, the Nominating Committee will consider such engagement.

The Remuneration Committee is scheduled to meet at least once a year. Each member of the Remuneration Committee shall abstain from voting on any resolution in respect of his/her remuneration package or that of employees related to him/her.

The Remuneration Committee, if necessary, may seek external expert advice of which the expenses will be borne by the Company. For FY2023, the Remuneration Committee has not sought external advice nor appointed remuneration consultants in considering the remuneration of all Directors.

As part of its review, the Remuneration Committee ensures that remuneration packages of the Directors and key management personnel are comparable within the industry and with similar companies. The Remuneration Committee considers the Company’s relative performance and the contributions and responsibilities of the individual Directors.

The Company advocates a performance-based remuneration system that is flexible and responsive to the market, and takes into consideration the Company’s and the individual employee’s performance. The total remuneration mix comprises annual fixed cash and annual performance incentive. The annual fixed cash component comprises the annual basic salary plus any other fixed allowances. The Company believes in promoting commitment and motivation by aligning incentives with performance, so as to be able to attract, retain and motivate talents without being excessive, and thereby maximise value for Shareholders.

The Company currently does not have any long-term incentive scheme.

The Executive Chairman and Chief Executive Officer does not receive Director’s fees, and is paid pursuant to his service agreement.

The Company’s wholly-owned subsidiary, AVH Animal Ark Pte. Ltd., has also entered into a service agreement with Dr Joyce Lauw Shi Yu (“Dr Joyce Lauw”) (a key management personnel of the Group). Dr Joyce Lauw will be paid a monthly remuneration, to be reviewed from time to time by the Remuneration Committee, and a discretionary bonus of such amount and at such intervals as AVH Animal Ark Pte. Ltd. may in its absolute discretion determine. The service agreement also provides for, inter alia, use of intellectual property, certain restrictive covenants (including non-compete obligation), and grounds of termination. Having considered the market practice, the Remuneration Committee and the Board had discussed and decided to reduce the notice of termination of Dr Joyce Lauw to three (3) months with effect from 1 January 2023. In view of this, AVH Animal Ark Pte. Ltd. has the right to terminate Dr Joyce Lauw’s employment with immediate effect, or either party may terminate the employment by giving the other three (3) months’ notice in writing, and only AVH Animal Ark Pte. Ltd. may pay salary in lieu of the required period of notice.

Having reviewed and considered the variable components in the remuneration packages of the Executive Chairman and Chief Executive Officer, and key management personnel, the Remuneration Committee is of the view that there is presently no urgent need for the Company to consider the use of contractual provisions to allow the Company to reclaim incentive components of remuneration from Executive Chairman and Chief Executive Officer, and key management personnel in exceptional circumstances of misstatement of financial results or misconduct resulting in financial loss to the Company.

Policy in respect of remuneration for Non-Executive Directors

The Non-Independent and Non-Executive Director, and the Independent Directors do not have service agreements with the Company. They are compensated based on fixed Directors’ fees, which are determined by the Board, after the recommendation by the Remuneration Committee, based on their contribution, taking into consideration factors such as effort, time spent and responsibilities of the Non-Independent and Non-Executive Director, and the Independent Directors. The Chairman of each Board Committee is paid an additional fee, and the Chairman of Audit Committee is paid a higher fee than the Chairman of the other Board Committees in view of the higher responsibility carried by that office. The proposed Directors’ fees are subject to approval by Shareholders at the AGM. Save for the Directors’ fees, the Non-Independent and Non-Executive Director, and the Independent Directors do not receive any other remuneration from the Company.

The Company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.

As set out under Provisions 7.1 and 7.3 of the Code above, the Company advocates a performance-based remuneration system that is flexible and responsive to the market, which takes into consideration the Company’s and the individual employee’s performance. The total remuneration mix comprises annual fixed cash and annual performance incentive. The annual fixed cash component comprises the annual basic salary plus any other fixed allowances.

The Board believes that it is for the benefit of the Company not to disclose in absolute number and in aggregate, the remuneration breakdown of the Directors as well as the aggregate of the total remuneration paid to the key management personnel (who are not Directors or the Chief Executive Officer), due to its sensitive nature and concerns of poaching. After taking into account the reasons for non-disclosure stated above, the Board is of the view that the current disclosure of the remuneration presented herein in this report is sufficient to provide Shareholders information on the Group’s remuneration policies, as well as the level and mix of remuneration. Accordingly, the Board is of the view that the Company complies with Principle 8 of the Code.

The Company currently does not have an employee share option scheme or performance share plan in place.

None of the Directors (including the Executive Chairman and Chief Executive Officer) and the key management personnel (who are not Directors or the Chief Executive Officer) of the Company has received any termination, retirement or post-employment benefits for FY2023.

The Board has not included a separate annual remuneration report to Shareholders in the Annual Report on the remuneration of the Directors and the key management personnel (who are not Directors or the Chief Executive Officer) as the Board is of the view that the matters which are required to be disclosed in such annual remuneration report have already been sufficiently disclosed in the Annual Report and in the financial statements of the Company.

Remuneration of Substantial Shareholder or Immediate Family Members of Director and Chief Executive Officer

Save for the Executive Chairman and Chief Executive Officer, there is no employee of the Company who is also a substantial Shareholder, or is an immediate family member of any Director, the Executive Chairman and Chief Executive Officer or a substantial Shareholder, and whose remuneration exceeded $100,000 during FY2023. “Immediate family member” refers to the person’s spouse, child, adopted child, step-child, sibling and parent.

The Company has established an enterprise risk management framework and register to identify, manage and monitor the business and operating risks impacting the Group on an on-going basis. The Board has overall responsibility for the governance of risk and with the support of the Audit Committee, oversees the design, implementation and monitoring of the risk management and internal control systems.

The Audit Committee will review the reports submitted by the independent internal auditors relating to the adequacy and effectiveness of the Group’s significant internal controls (including financial, operational, compliance and information technology controls) and risk management systems. The Audit Committee will also review the effectiveness of the actions taken by the Management on the recommendations made by the independent internal auditors in this respect.

On an annual basis, the Board will review the adequacy and effectiveness of the internal controls (including financial, operational, compliance and information technology controls) and risk management systems to ensure that they are able to meet the needs of the Group in its current business environment.

For FY2023, the Board has received assurance (i) from the Executive Chairman and Chief Executive Officer, and the Chief Financial Officer that the financial records have been properly maintained and the financial statements give a true and fair view of the Company’s operations and finances; and (ii) from the Executive Chairman and Chief Executive Officer, and other key management personnel that the Company’s risk management and internal control systems are effective and adequate.

The Board and the Audit Committee have reviewed the adequacy and effectiveness of the Group’s internal controls (including financial, operational, compliance and information technology controls) and risk management systems in all material aspects. As part of the annual statutory audit of the financial statements, the external auditors will highlight any material weaknesses in financial controls over the areas that are significant to the audit. Such material internal control weaknesses noted during their audit and recommendations, if any, by the external auditors are reported to the Audit Committee. The Audit Committee will follow up on the actions taken by the Management in response to the recommendations made by the external auditors. The Audit Committee has also reviewed the follow up reports submitted by the independent internal auditors and reviewed the effectiveness of the actions taken by the Management on the recommendations made by the independent internal auditors in this respect.

Based on the internal controls established and maintained by the Group, work performed by the independent internal auditors and the external auditors, reviews performed by the Management and assurance received from the Executive Chairman and Chief Executive Officer, the Chief Financial Officer and other key management personnel, the Board, with the concurrence of the Audit Committee, is of the opinion that the Group’s internal controls (including financial, operational, compliance and information technology controls) and risk management systems are adequate and effective for FY2023.

The Board will consider the necessity of establishing a separate Board risk committee as and when it deems necessary.

The Board and the Audit Committee note that all internal control systems contain inherent limitations and no systems of internal controls could provide absolute assurance against the occurrence of material errors, poor judgement in decision making, human errors, losses, fraud or other irregularities.

At least two (2) members of the Audit Committee have accounting and related financial management expertise and experience. None of the members of the Audit Committee is a former partner or director of the Company’s existing audit firm (a) within a period of two years commencing on the date of his/her ceasing to be a partner of the audit firm and (b) for as long as he/she has any financial interest in the auditing firm.

The Audit Committee has explicit authority to investigate any matter within its terms of reference, full access to and co-operation by the Management, full discretion to invite any person including Director or key management personnel of the Company to attend its meetings, and reasonable resources to enable it to discharge its functions properly. The Audit Committee will assist the Board in discharging its responsibility to safeguard the assets of the Company, maintain adequate accounting records, and develop and maintain effective systems of internal control, with the overall objective of ensuring that the Management creates and maintains adequate and effective control environment in the Company. The Audit Committee will provide a channel of communication between the Board, the Management and the external auditors on matters relating to audit.

The Audit Committee has written terms of reference that sets out its duties and responsibilities. Amongst them, the Audit Committee is responsible for:

The current size of the operations of the Group does not warrant the Group to have an in-house audit function. The internal audit function of the Group has been outsourced to In.Corp Business Advisory Pte. Ltd., an independent accounting and auditing firm.

The internal auditor’s primary line of reporting is to the Chairman of the Audit Committee. The Audit Committee will review the internal audit plan to ensure that the scope is adequate and covers the review of the significant business functions of the Group and all internal audit findings and recommendations are submitted to the Audit Committee for deliberation with copies of these reports extended to the relevant key management executives. The Audit Committee approves the appointment, termination, evaluation and fees of the internal audit firm.

The internal auditor is guided by the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors.

The Company cooperates fully with the internal auditor in terms of allowing unfettered access to all the Company’s documents, records, properties and personnel, including access to the Audit Committee.

The Audit Committee has reviewed with the internal auditors their audit plan and their evaluation of the system of internal controls and has evaluated their audit findings and Management’s responses to those findings, the adequacy and effectiveness of material internal controls, (including financial, operational, compliance and information technology controls) and risk management systems of the Company and the Group for FY2023. The Audit Committee is satisfied that In.Corp Business Advisory Pte. Ltd. is independent, adequately resourced and effective, and has the appropriate standing within the Group. The Audit Committee is also of the view that In.Corp Business Advisory Pte. Ltd. is adequately staffed with persons with relevant qualifications and experience and adheres to professional standards including those promulgated by The Institute of Internal Auditors.

The Audit Committee will annually, review the independence, adequacy of resources and effectiveness of the internal audit function and ensure that it has appropriate standing within the Group.

The Audit Committee will review the independence and objectivity of external auditors annually after taking into account all audit and non-audit services provided to the Company. Having considered the breakdown of fees paid to the external auditors as detailed on page 71 of the Annual Report and compliance with Singapore Accountants (Public Accountants) Rules, as well as the nature and extent of such services, the Audit Committee is satisfied that such services will not prejudice the independence and objectivity of the external auditors. The external auditors have also confirmed their independence in this respect, and that they are registered with the Accounting and Corporate Regulatory Authority and approved under the Accountants Act 2004 of Singapore. The audit partner-in-charge assigned to the audit is a registered public accountant under the Accountants Act 2004 of Singapore.

After considering the adequacy of the resources and experience of the external auditors’ firm and the audit partner-in-charge assigned to the audit, the firm’s other audit engagements, the size and complexity of the Group and the number and experience of supervisory and professional staff assigned to the particular audit as well as the standard and quality of work performed by Ernst & Young LLP for past financial years, the Audit Committee is satisfied with and has recommended to the Board the nomination and re-appointment of Ernst & Young LLP as the external auditors for the Company’s audit obligations for the financial year ending 31 December 2024, at the forthcoming AGM.

In appointing the auditing firms for the Company and its subsidiaries, the Company has complied with Rules 712 and 715 of the Catalist Rules for FY2023.

In performing its functions, the Audit Committee and Management meet with the external and internal auditors to discuss and evaluate the internal controls of the Group and review the overall scope of both external and internal audits. At least once a year and as and when required, the Audit Committee meets with the external and internal auditors without the presence of Management, to review any matters that might be raised privately.

For FY2023, the Audit Committee has met with the external auditors and the internal auditors once, without the presence of the Management.

The Audit Committee is kept abreast by the external auditors on regulatory changes and updated accounting standards during the Audit Committee meetings.

The Audit Committee has reviewed the key audit matters disclosed in the external auditors’ report and is of the view that there is no material inconsistency between the audit procedures adopted by the external auditors and the Management’s assessment.

The Company has put in place a whistleblowing policy, whereby anyone may, in good faith and in confidence, raise concerns or observations about possible corporate malpractices and improprieties in financial reporting or other matters directly to Mr Henry Tan Song Kok, the Lead Independent Director and Chairman of the Audit Committee. The policy sets out procedures for a whistleblower to make a report to the Company on misconduct or wrong doing relating to the Company and its officers.

The Audit Committee is responsible for oversight and monitoring of whistleblowing and will review the policy and arrangements by which staff of the Group may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. The objective of the Audit Committee will be to ensure that arrangements are in place for the independent investigation of such matters and for appropriate follow-up actions.

The Group will take all reasonable steps to protect the identity of the whistleblower so as to ensure that the identity of the whistleblower is kept confidential – subject to legal or regulatory requirements. All information disclosed during the course of investigation will remain confidential, except as necessary or appropriate to conduct the investigation and to take any remedial action, in accordance with any applicable laws and regulations. The Group prohibits discrimination, retaliation or harassment of any kind against a whistleblower who submits a complaint or report in good faith.

No such whistleblowing report was received and no such matter was raised by any staff of the Group for FY2023.

The Company treats all Shareholders fairly and equitably in order to enable them to exercise Shareholders’ rights and have the opportunity to communicate their views on matters affecting the company. The Company gives Shareholders a balanced and understandable assessment of its performance, position and prospects.

All Shareholders are informed of Shareholders’ meetings through notices contained in annual reports or circulars sent to all Shareholders. These notices are also published in the newspapers and posted onto SGXNet and the Company’s corporate website. Shareholders are encouraged to attend the Company’s general meetings and to participate effectively in and vote at general meetings of Shareholders to ensure a high level of accountability and to stay informed of the Company’s strategies and growth plans and establish and maintain regular dialogue between the Company and Shareholders, to gather views and inputs, and address Shareholders’ concerns. The chairpersons and/or members of the Board, the Audit Committee, the Remuneration Committee and the Nominating Committee, as well as the external auditors are normally available at Shareholders’ meetings to address any Shareholders’ queries, including those relating to the conduct of audit and the preparation and content of the auditors’ report. All Directors, the Management, the company secretary, the external auditors and the Company’s continuing sponsor were present at the 2023 AGM. Save for the 2023 AGM, there were no other general meetings of the Company held during FY2023.

If any Shareholder is unable to attend, he/she is allowed to appoint up to two (2) proxies to vote on his/her behalf at the meeting through proxy forms sent in advance. The Company’s Constitution currently does not allow a member to appoint more than two (2) proxies to attend and vote at the same general meetings and for other absentia voting methods such as by mail, electronic mail, fax and/or other methods. With effect from 3 January 2016, the Companies Act 1967 of Singapore was amended, amongst others, to allow certain members, defined as “relevant intermediary” to attend and participate in general meetings. Relevant intermediary includes corporations holding licences in providing nominee and custodial services and CPF Board which purchases shares on behalf of the CPF investors.

The Company’s last AGM held on 26 April 2023 (“2023 AGM”) was held, in a wholly physical format, pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (“COVID-19 Order”). The notice of the 2023 AGM was not published in the newspaper, but was instead disseminated to Shareholders through publication on SGXNet and the Company’s corporate website, in accordance with the alternative arrangements for holding of general meetings pursuant to the COVID-19 Order.

Shareholders participated in the 2023 AGM, voting by appointing their proxies or the Chairman of the 2023 AGM as proxy and their questions (if any) in relation to any resolution set out in the notice of the 2023 AGM were to be sent to the Company in advance of the 2023 AGM, and responses to substantial and relevant questions were to be provided via announcement on SGXNet and the Company’s corporate website. The Company did not receive any question from Shareholders before the 2023 AGM.

Each item of special business included in the notice of the general meetings will be accompanied by full explanation of the effects of a proposed resolution. Separate resolutions are proposed for each substantially separate issue at general meetings.

Each item of special business included in the notice of the general meetings will be accompanied by full explanation of the effects of a proposed resolution. Separate resolutions are proposed for each substantially separate issue at general meetings.

The forthcoming AGM in respect of FY2023 will be convened in a wholly physical format and there will be no option for Shareholders to participate virtually. Please refer to the notice of forthcoming AGM dated 9 April 2024 as set out in this Annual Report for more information on how Shareholders may participate in the forthcoming AGM.

Pursuant to Rule 730A(2) of the Catalist Rules, all resolutions proposed at the AGM and at any adjournment thereof shall be put to the vote by way of poll. All shareholders are entitled to vote in accordance with the established voting rules and procedures at the AGM. Each share is entitled to one vote. An external firm is appointed as scrutineers for the AGM voting process. The detailed results setting out the number of votes cast for and against each resolution and the respective percentages are announced via SGXNet after the AGM.

The Company prepares minutes of general meetings that include substantial and relevant comments or queries from Shareholders relating to the agenda of the meeting, and responses from the Board and the Management. Minutes of the 2023 AGM had been published by the Company on its corporate website and SGXNet within one (1) month from the date of the 2023 AGM.

The Company does not have a policy on payment of dividends. The issue of payment of dividend is deliberated by the Board annually having regard to various factors such as cash position, business prospects and capital commitments. The Company has not declared any dividend for FY2023 as the Board deems it appropriate to conserve cash for the Group’s business activities and growth.

The Company communicates regularly with its Shareholders and facilitates the participation of Shareholders during general meetings and other dialogues to allow Shareholders to communicate their views on various matters affecting the Company.

The Board believes in regular, timely and effective communication with Shareholders. Shareholders are kept informed of all important developments concerning the Company through timely dissemination of information via SGXNet announcements, press releases, annual reports and various other announcements made whenever necessary.

The Company will voluntarily announce interim updates on useful and relevant information in addition to the mandatory financial statements to provide Shareholders a better understanding of the Company’s performance. The Board will consider whether interim updates should be provided to Shareholders, and the appropriate frequency of the updates.

The AGM is the principal forum for dialogue between the Company and Shareholders, to gather views and inputs, and address Shareholders’ concerns. The Company recognises the value of feedback from Shareholders. During the general meetings, Shareholders are given ample time and opportunities to air their views and concerns. All the Directors will endeavour to attend the general meetings, and Shareholders will be given the chance to share their thoughts and ideas or ask questions relating to the resolutions to be passed or on other corporate and business issues. Please refer to Principle 11 above for information on the proceedings of the 2023 AGM held in FY2023.

Presently, the Company does not have an investor relations policy or protocol in place nor a dedicated investor relations team. However, the Board’s policy is that all Shareholders should be informed simultaneously in an accurate and comprehensive manner regarding all material developments that impact the Group via SGXNet on an immediate basis, in line with the Group’s disclosure obligations pursuant to the Catalist Rules and the Companies Act 1967 of Singapore. There is no dedicated investor relations team in place as the Board is of the view that the current communication channels are sufficient and cost-effective. The Company will assess the need to establish an investor policy or protocol or investor relations team as and when it deems necessary. Notwithstanding so, taking into account the communication and dialogue with Shareholders undertaken by the Company as set out above, the Board is of the view that the Company complies with Principle 12 of the Code.

The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the Company are served.

The Group has regularly engaged its stakeholders through various medium and channels to ensure that the business interests are aligned with those of the stakeholders, to understand and address the concerns so as to improve services and products’ standards, as well as to sustain business operations for long-term growth.

The stakeholders have been identified as those who are impacted by the Group’s business and operations and those who are similarly are able to impact the Group’s business and operations. They are namely, employees, customers, suppliers, investors and regulators. The Group has also undertaken a process to determine the economic, environmental, social and governance issues, which are important to these stakeholders. These issues form the materiality matrix upon which targets, performance and progress are reviewed and endorsed by the Board annually.

Please refer to the sustainability report for FY2023 set out on pages 10 to 46 of this Annual Report for the details of the stakeholder engagement and materiality assessment.

The Company maintains a corporate website at http://asiavets.com to communicate and engage with stakeholders. The corporate website provides, among others, announcements, annual reports, sustainability reports, and financial information of the Group, stock information of the Company, as well as the profiles of the Group, the Directors and the key management personnel.

The Company observes closely the best practices on dealings in securities (“Securities Dealings Best Practices”) in compliance with Rule 1204(19) of the Catalist Rules. The Securities Dealings Best Practices provide guidance to Directors and employees of the Company with regard to dealing in the Company’s securities.

The Company issues circulars or electronic mails to its Directors, key management personnel and employees that they must not trade in the shares of the Company during the period commencing one (1) month before the release of the half year and full year results and ending on the date of such announcements. In addition, Directors and key management personnel are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period. They should not deal in the Company’s shares on short term considerations.

The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the Audit Committee and that the transactions are carried out on normal commercial terms and shall not be prejudicial to the interests of the Company and its minority Shareholders. When a potential conflict of interest arises, the Director concerned takes no part in discussions nor exercises any influences over other members of the Board.

The Group has not obtained a general mandate from Shareholders for interested person transactions. During the financial year under review, there were no interested person transactions entered into by the Group that requires disclosure pursuant to the Catalist Rules.

Other than disclosed in the audited financial statements and the service agreement between the Executive Chairman and Chief Executive Officer, and the Company, there were no material contracts (including loans) entered into by the Company or its wholly-owned subsidiary involving the interests of the Executive Chairman and Chief Executive Officer, any Director or controlling Shareholders, which are either still subsisting as at the end of FY2023 or if not then subsisting, entered into since the end of the previous financial year.

Ernst & Young LLP (“EY”), the external auditors of the Company, rendered the following services (and charged the fees) set out below for FY2023:

*              Presented RTO fees relates to the proposed acquisition of the entire issued and paid-up share capital in AlDigi Holdings Pte. Ltd. from RHT AlDigi Financial Holdings Pte. Ltd. (“Proposed Acquisition”), which is one-off in nature.

The amount of non-audit fees (excluding the audit related services) does not exceed 50% of the total annual audit fees charged by EY in FY2023.

During FY2022, the Company’s Sponsor, ZICO Capital Pte. Ltd. (“ZICO Capital”) was appointed as the Financial Adviser to the Company for the Proposed Acquisition. Pursuant to the Proposed Acquisition, the financial advisory fees of $180,000 (excluding GST) were payable or paid to ZICO Capital in FY2023 (FY2022: $120,000).

Pursuant to Rule 720(5) of the Catalist Rules, the information as set out in Appendix 7F to the Catalist Rules relating to Mr Tan Tong Guan and Mr Kim Seah Teck Kim, being the Directors who are retiring and nominated for re-election in accordance with the Company’s Constitution at the forthcoming AGM, is set out below: