Directors’
report
Directors’
report
67
BAKER TECHNOLOGY LIMITEDANNUAL REPORT 2012
66
BAKER TECHNOLOGY LIMITEDANNUAL REPORT 2012
Directors’ interests insharesanddebentures (cont’d)
Direct interest
Deemed interest
Name of director
At the
beginning of
financial year
At the
end of
financial
year
At the
beginning of
financial year
At the
end of
financial year
The Company
Baker Technology Limited
Ordinary shares
LimHo Seng
810,000
810,000
−
−
Dr Benety Chang
305,516,348 305,516,348 68,399,183 68,399,183
Anthony Sabastian Aurol
68,399,183 68,399,183
–
–
Tan YangGuan
14,744,836 14,744,836
–
–
Wong Kwan Seng Robert
300,000
300,000
−
−
2009Warrants
Dr Benety Chang
152,758,174
–
34,199,591
–
Anthony Sabastian Aurol
34,199,591
–
–
–
Tan YangGuan
7,372,419
–
–
–
2012Warrants
LimHo Seng
–
324,000
–
–
Dr Benety Chang
– 122,206,539
–
27,359,673
Anthony Sabastian Aurol
–
27,359,673
–
–
Tan YangGuan
–
5,897,934
–
–
Wong Kwan Seng Robert
–
120,000
–
–
Therewas no change in any of the above-mentioned interests in the Company between the end of the financial year
and 21 January 2013.
Except as disclosed in this report, no director who held office at the end of the financial year had interest in shares,
share options, warrants or debentures of the Company, or of related corporations, either at the beginning or at the
end of the financial year.
Directors’ contractualbenefits
Except as disclosed in the financial statements, since the end of the previous financial year, no director of the
Company has received or become entitled to receive a benefit by reason of a contract made by the Company or a
related corporation with the director, or with a firm of which the director is a member, or with a company in which
the director has a substantial financial interest.
Options
At an Extraordinary General Meeting held on 22May 2002, shareholders approved the Company’s share option
scheme (the “Scheme”) for the granting of share options to directors and eligible employees of the Company and
theGroup. Under the Scheme, options are granted for terms of 5 to 10 years to purchase the Company’s ordinary
shares. The Scheme expired on 21May 2012.
TheCompany does not have any outstanding options as at 31December 2012.
AuditCommittee
TheAudit Committee (“AC”) carriedout its functions inaccordancewithSection201B(5) of theSingaporeCompanies
Act, Cap. 50, including the followingmain functions:-
1.
reviewing the scope, changes, results and cost effectiveness of the external audit plan and process;
2.
reviewing theGroup’s quarterly and full year results announcement, the accounting principles adopted and the
external auditor’s report on the financial statements of theGroupbefore submitting suchdocuments to the Board
for approval;
3.
reviewing theGroup’s annual budgets;
4.
reviewing, with the internal auditors, the scope of the internal audit procedures and the results of the internal
audit, monitoring the responses to their findings to ensure that appropriate follow-upmeasures are taken;
5.
reviewing the effectiveness of the Group’s material internal controls, including financial, operational and
compliance controls and riskmanagement via reviews carried out by the internal auditors;
6.
meets with the external and internal auditors and management in separate executive sections to discuss any
matters that these groups believe should be discussed privatelywith the AC;
7.
reviewing the independence and objectivity of the external auditors;
8.
recommending the reappointment of the external auditor to the Board;
