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Response To SGX's Queries On Annual Report 2002

BackApr 28, 2003


 


28 April 2003

Singapore Exchange Limited
2 Shenton Way #19-00
SGX Centre 1
Singapore 068804

Attention: Ms Siew Wun Mui
Vice President
Issuer Regulation

Dear Madam,

OKP HOLDINGS LIMITED ("THE COMPANY")
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002 ("THE ANNUAL REPORT")

We refer to your letter of 28 April 2003 and would like to provide the following information in relation to:

Guidance Note 5.1

The Nominating Committee shall decide, in consultation with the Board of Directors, on how each of the directors should be evaluated according to the set of performance criteria as summarised under Principle 5 : Board Performance of the Corporate Governance Statement in the Annual Report. These performance criteria would allow the Company to make comparison with its industry peers and are linked to long term shareholders' value. The selected performance criteria shall not be changed from year to year unless they are deemed necessary and the Board is able to justify the changes.

Guidance Note 8.4

As stated in Principle 8 : Level and Mix of Remuneration of the Corporate Governance Statement in the Annual Report, each of the executive Directors has a formal service agreement which is valid for an initial period of 3 years commencing from 1 July 2002 and shall be automatically renewed on a yearly basis. There are no excessively long or onerous removal clauses in these service agreements. The service agreements may be terminated by the Company giving the executive director one month's notice in writing or, in lieu of notice, payment of one month's salary based on the executive director's last drawn salary. The Remuneration Committee has not yet had the opportunity to review the service agreements as they were entered into prior to the Initial Public Offering of the Company.


Guidance Note 10.2

As stated in Principle 10 : Accountability of the Corporate Governance Statement in the Annual Report, the management currently provides the Board with appropriately detailed management accounts of the Group's performance, position and prospects on a half-yearly basis. However, the management has been providing all the executive directors (who represent more than 60% of the Board) with monthly consolidated financial reports, and is of the view that the monthly consolidated financial reports would not be reflective of the true and fair view of the financial position of the Company.