Audit and Compliance - The audit committee held three meetings in the fiscal year 2022 to review the audited annual performance and the unaudited interim performance for the six months ending June 30, 2022[5]. - The audit fees for the fiscal year 2022 amounted to approximately SGD 400,000, compared to SGD 354,000 for the fiscal year 2021[7]. - The audit committee is responsible for recommending the appointment and reappointment of external auditors and reviewing the effectiveness of audit procedures[3]. - The audit committee, along with management and external auditors, reviewed the accounting principles and policies adopted by the group for the fiscal year 2022[129]. - The company has established anti-fraud and anti-money laundering policies to promote compliance with relevant laws and regulations[15]. Board Structure and Governance - The board consists of 60% independent non-executive directors and 40% executive directors, with 20% of directors aged 65 and above[12]. - The company’s nomination committee has reviewed the board structure and the independence of non-executive directors[2]. - The company has a comprehensive governance framework in place, adhering to the corporate governance code as per the listing rules[58]. - The board includes two executive directors and three independent non-executive directors, ensuring compliance with relevant governance standards[50]. - The company established a remuneration committee in June 2018, which includes one executive director and three independent non-executive directors, with the chairman being Mr. Huang[58]. Risk Management - The company has established a robust risk management and internal control system to protect shareholders' interests and ensure compliance with relevant regulations[16]. - An external internal audit team reviewed the risk management and internal control systems for the fiscal year 2022, reporting to the audit committee[17]. - The board believes that the risk management and internal control systems are effective and sufficient after thorough evaluation[17]. - The company has a continuous risk assessment method to identify and evaluate inherent risks that may affect its strategic goals[16]. - The group faced significant risks and uncertainties during the fiscal year 2022, with a detailed analysis provided in the annual report sections including the Chairman's report and Management Discussion and Analysis[36]. Employee and Workplace Safety - The company has a total of 209 employees as of December 31, 2022, with a gender ratio of 1:4 (41 females and 168 males)[13]. - The company provided a total of 42.5 hours of production safety training to employees in 2022[178]. - There were no work-related injuries or fatalities reported during the reporting period, maintaining a record of zero incidents over the past three years[178]. - The company achieved BizSAFE Level 4 certification from the Workplace Safety and Health Council in Singapore, demonstrating its commitment to workplace safety[167]. - The company has not detected any violations of health and safety laws during the reporting period[167]. Environmental and Social Responsibility - The group has established an environmental management system certified by ISO 14001:2015 to enhance energy efficiency and minimize operational impacts[38]. - The group complied with applicable laws and regulations in its operational locations during the fiscal year 2022, with ongoing reviews of environmental measures to enhance sustainability[39]. - The company emphasizes the importance of balancing business growth with sustainable development, integrating sustainability parameters into its business model[139]. - The environmental, social, and governance (ESG) committee was established in 2021 to oversee the management of ESG-related risks and opportunities[138]. - The company has achieved ISO 14001:2015 environmental management system certification[191]. Financial Performance and Shareholder Communication - The company’s financial performance and asset and liability summary for the past five fiscal years are detailed in the annual report[79]. - The company is committed to timely communication with shareholders and has implemented a shareholder communication policy that was deemed effective during the fiscal year 2022[25]. - The company has not engaged in any related party transactions that required disclosure under the listing rules during the fiscal year 2022[99]. - The company reported no tax exemptions or reliefs available to shareholders due to their holdings in the company's securities[101]. - The company has a structured approach to handling customer complaints, ensuring rapid resolution and documentation of issues[152]. Remuneration and Employee Development - The remuneration committee reviewed the group's remuneration policy and structure during the fiscal year 2022 and approved the remuneration packages for all directors and senior management[58]. - The remuneration committee's main responsibilities include providing recommendations on remuneration policies for all directors and senior management, ensuring that a significant portion of executive directors' remuneration is linked to corporate and individual performance[58]. - A total of 209 employees received vocational training during the reporting period, accumulating 8,381 hours of training[184]. - The employee retention strategy includes reviewing compensation and benefits to retain talent[184]. - The company maintains good relationships with employees, offering competitive salaries and bonuses, with a performance review mechanism in place for salary adjustments[109]. Operational Risks - The company faces several operational risks in its manufacturing business, including reliance on major customers and currency fluctuations[73]. - The online business is exposed to risks that may adversely affect its operating and financial performance, such as reliance on distribution channel suppliers and competition from other entertainment forms[73]. - The largest customer contributed approximately 53.0% of total revenue, with the top five customers accounting for about 99.0% in fiscal year 2022[108]. - In the fiscal year 2022, the largest supplier accounted for approximately 13.9% of total procurement, while the top five suppliers represented about 36.7%[108]. - The company has implemented an ERP system to enhance production efficiency, reduce costs, and maintain high product quality[145].
FSM HOLDINGS(01721) - 2022 - 年度财报