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The following additional information is provided in response to the letter dated 17 April 2003 from the Singapore Exchange Limited (the "SGX"):
Guidance Note 4.5 - Last re-election date
Directors | Date of last re-election |
Mr Oon Peng Lim | 30 April 2002 |
Mr Lew Syn Pau | 30 April 2002 |
Mr Oon Peng Heng | 22 May 2001 |
Mr Ong Kian Min | 22 May 2001 |
Madam Tan Guek Ming | 22 May 2001 |
Mr Tan Wang Cheow - Chairman & Managing Director | Not subject to re-election under existing Articles of Association |
Guidance Note 9.2 - Directors & Key Executives Remuneration
The remuneration details of directors are as follows:
Directors' remuneration |
Salary/CPF/ leave in-lieu |
Bonus |
Share of profit |
Director fee |
Total |
Share option granted |
$1,000,000 & above | ||||||
Tan Wang Cheow |
21% |
4% |
75% |
100% |
||
$500,000 - $750,000 | ||||||
Oon Peng Lim |
33% |
7% |
60% |
100% |
||
Oon Peng Heng |
31% |
7% |
62% |
100% |
||
Below $250,000 | ||||||
Tan Guek Ming |
100% |
100% |
||||
Lew Syn Pau |
100% |
100% |
400,000 | |||
Ong Kian Min |
100% |
100% |
400,000 |
Remuneration of top 5 key executives | Share Option Granted | |
$250,000 to $499,999 |
2 |
6,500,000 |
Below $250,000 |
3 |
2,500,000 |
To maintain confidentiality of staff remuneration, the name of the 5 top executives are not stated.
Guidance Note 9.3
There are no employees who are immediate family members of a director or the CEO.
Rule 1207(4)(d) of Listing Manual - Risk Management Policies and Processes
The management oversees the Group's risk management policies and processes and reports to the Board on areas of significant risks to the Group's operations, and the risk management practices put in place to address these areas. The following have been identified as significant risk factors relevant to the Group's operations.
Dependence on the Russian Market
We are dependent on the Russian market which accounted for 54.5% of our turnover in FY 2002. Any significant decline in demand for our products in these markets brought about by political, social and/or economic changes, would adversely affect our turnover and profitability.
It is an on-going effort for us to increase our sales through new market developments and improve sales in other existing markets. This will reduce the dependency on the Russian market. Over the past three financial years, sales to Russia as a percentage of our turnover has been on a decline from 65.3% in FY2000 to 57.2% in FY2001 and 54.5% in FY 2002.
Foreign Exchange Exposure
Approximately 96% of our sales are in US$ and any significant adverse movements in the US$ and S$ exchange rates will have an impact on the Group's performance. The Group has a natural hedge of approximately 60% mainly because some purchases of raw materials and certain operating expenses are in US$.
Political and Regulatory Consideration
Our sales are generated mainly from developing markets such as Russia, Eastern Europe and Central Asia, where political, social, economic and regulatory uncertainties in these regions has a direct impact on our sales. For example, changes in policies by the respective government authorities of these regions may have an impact on us through (i) changes in laws and regulations; (ii) changes in custom and import tariff; (iii) restrictions on currency conversions and remittances; and (iv) stability of the banking system.
We have representative offices in our major markets and are therefore constantly updated with the development of the changes to the government policies and regulations. This allows us to react promptly to any policies changes that might affect our sales in these markets.
Credit Risk of customers
In our normal course of business, we extend credit terms to our customers, mainly located in developing countries. In the event of any significant devaluation of the currencies of these markets or if any of our major customers face financial difficulties, we would be exposed to the risk of non-collectibility of some of our trade receivables.
We have a credit policy in place and exposure of credit risk is monitored on an ongoing basis. We believe that concentration of credit risk is limited due to ongoing evaluation on all customers.
Fluctuation in Raw Material Prices
Instant coffee powder, creamer, sugar and packaging materials are the main raw materials used for our products, accounting for an aggregate of approximately 90% of the total costs of manufacturing. Due to the competitive nature of the instant beverage industry, we may not be able to pass on the increase in raw material prices to our customers. Therefore, any major increase in raw material prices will adversely affect our profitability.
There is no regulated commodity market for trading of instant coffee and other raw materials; we monitor closely the movements of raw materials prices and keep close contact with our major suppliers. We also have a policy to source from multiple suppliers where possible, so as to reduce dependency on any single source of supply.
Intellectual Property Risks
It may be possible for a third party to unlawfully copy and use our intellectual property. Policing such unauthorized use is difficult and the law on intellectual property rights and protection in some countries may not be as developed as in other countries. Unauthorised use of our trademarks, service marks, copyrights, trade secrets and other intellectual property may damage the brand and name recognition of our Group as well as our credibility.
We rely on trademark laws to protect our marks in countries that we operate in. We have filed for registration of trademarks in countries where our products are marketed and distributed. We will take a strong stand on infringement and will take legal actions to protect our intellectual property against counterfeit products and those who have unlawfully make use our registered trademarks.
Dependence on key personnel
The three executive directors and the general managers in our key markets have contributed significantly to the success of the Group. The loss of the services of any one of these key personnel without adequate replacement will adversely affect our operations and hence our financial performance.
The Group has implemented remuneration packages that aim at retaining existing personnel and attracting more quality people to join the Group. The Group has set up share option scheme and attractive reward packages for key management personnel that contributed to the success of the Group. The three directors are the substantial shareholders of the company and they are under service contracts with profit sharing incentives.
Submitted by Loh Shu Chun, Company Secretary on 25/04/2003 to the SGX