Transcription

Jasper Investments Limited Annual Report 2014Tel: 65 6303 5500Fax: 65 6557 2313www.jasperinvests.comCompany Registration No.: 198700983HANNUAL REPORT 2014

Contents01Our Story02Letter to Shareholders04Corporate Structure05Corporate Information06Board of Directors08Senior Management10Operational & Financial Review13Corporate Governance23Financial Statements66Statistics of Shareholdings68Notice of Annual General Meeting

OurStoryJasper Investments Limited is a companylisted on the SGX-ST and it principally investsin the offshore oil and gas drilling andservices sector. Jasper’s principal subsidiary,Jasper Offshore, owns and operates oil rigsfor offshore drilling which are contracted outto oil and gas exploration and productioncompanies.01

Letter toShareholdersdear shareholders,We are pleased to report a strong improvement in our top line performance for the financialyear ended 31 March 2014 (FY14). Despite the successful deployment of Jasper Explorerduring the past 12 months, the drilling market is under pressure and so we are careful toremain cost conscientious, prevent complacency in the safety work and remain mindfulof the challenges of operating a single rig company. The turnaround is still ongoing.After the year 2012 with repairs in Spain, we deployed Jasper Explorer, our mid-waterDP drilling rig, to the Republic of Congo in April 2013 to drill two offshore wells undera contract with CNOOC Congo SA. The deployment was smooth and the Explorerachieved operational efficiency in the high 90% even with an incident early in thecontract which required extensive repair to the rig’s top drive drilling system. On thesafety front, no lost time accident happened and we are proud to complete almost5 years without lost time incidents at the end of the financial year. The Congo contractwas completed to the satisfaction of CNOOC International and with a high operatingefficiency comparable to that of many of our larger peers.The revenue from the Jasper Explorer resulted in a gross profit of US 16.4 million in FY14compared to a gross loss of US 53 million in the previous corresponding period. However,other income fell to US 0.2 million from US 64.3 million in FY13. The high income in theprevious year resulted from the significant gains made from the sale of two jack-up rigs.Net loss attributable to equity holders of the Company for the financial year under reviewreduced to US 33.5 million compared to US 44.4 million the year before.The strong operational performance during this year was much needed. We built anessential track record for efficiency, safety and equipment reliability that will allow us toactively market the drilling capability of the Jasper Explorer to oil and gas companies.We will take delivery of the Jasper Cosmopolitan in second half of 2014 from the subsidiaryof China Merchants Industry Holding Group who converted the semi-submersible hull intoan accommodation vessel, or “floatel”. The yard safety record has been excellent andthe conversion has been undertaken within budget for the full scope of the specifiedconversion. The Jasper Cosmopolitan is now a moored 500-man accommodation andconstruction support rig with a quality similar to a new built floatel.It has several features that we are particularly proud of. One such feature is a telescopicgangway which allows the vessel to stay connected to the production platform of theoil company client even in severe weather conditions, and allowing safe passage ofpersonnel at all times. The new cranes on board enable equipment handling betweenthe accommodation vessel and the production platform.Jasper has been responsible for the basic design, approval and hull re-classification. Theexisting hull, diesel engines and windlasses have all been re-furbished and the rest of02Jasper Investments LimitedAnnual Report 2014

the vessel is all new. The vessel complies with the latest rules and regulations for MobileOffshore Units and Flag State under Singapore’s flag. We are currently negotiating withseveral potential buyers for the vessel, as well as pursuing bareboat charters.The outlook for the current financial year is quite difficult given the oversupply in the marketfor drilling rigs as new rigs are delivered from the yards at a time when oil companiesare exercising greater capital discipline and relentlessly reducing spending on offshoreexploration. The day rates are under pressure and spreads will widen between older andnewer drilling rigs. Against this backdrop, Management will continue to be vigilant aboutcost management.The longer-term fundamentals for the drilling industry are forecast to be more favourable.The rising affluence of Asia, the recovering economies of Europe and the USA, should seean increase in demand for energy, which will continue to drive capital expenditure backinto exploration in the coming years as existing production capacity continue to decline.We are also pleased to announce that we have amicably settled the legal disputewith AGR Well Management Limited over day rates due under the drilling contract withAGR during the autumn of 2011. In May 2014, the three parties to the dispute agreed todiscontinue and withdraw all claims and counterclaims against one another. The JasperGroup has recorded a net impairment cost of US 5.5 million and the settlement of thelitigation is not expected to have a material impact on the Group’s financial performance.During the year under review, we continued to demonstrate our six core values, namelya firm focus on our people, teamwork, transparency, efficiency, flexibility and trust. Thesevalues, with the safety aspect as a common denominator, served us well and we remaincommitted to upholding them as guiding principles of how we organise our resources,and how we relate to our employees, customers and business partners.Finally, we wish to thank the Management team and staff for their commitment and hardwork. The Board of Directors has offered counsel and invaluable support and we aregrateful to our shareholders for their patience and continued support as we endeavour toturn the company around.John SunderlandChairmaNPaul Carsten PedersenChief Executive Officer03

CorporateStructureJASPER INVESTMENTS LIMITED(SINGAPORE)100%90%Jil Limited(British VirginIslands)AmethystCapital Ltd(Mauritius)100%10%TurquoiseOffshore Pte Ltd(Singapore)100%JASPERADVENTURER PTE LTD*(SINGAPORE)100%JASPER BEACONPTE LTD*(SINGAPORE)98.11%JASPER OFFSHORE(CYPRUS) LTD(CYPRUS)100%NEPTUNE MARINE& DRILLING PTE LTD(SINGAPORE)JASPER EXPLORER PLC(CYPRUS)JASPER EXPLORERPTE LTD(SINGAPORE)JASPER COSMOPOLITANPTE LTD(SINGAPORE)JASPER DRILLINGPTE LTD(SINGAPORE)JASPER MANAGEMENTSERVICES PTE LTD(SINGAPORE)JASPER (CONGO)PTE LTD(SINGAPORE)Note:* Jasper Adventurer Pte Ltd (Singapore) and Jasper Beacon Pte Ltd (Singapore) have been placed into members’voluntary liquidation.04Jasper Investments LimitedAnnual Report 2014

CorporateInformationBOARD OF DIRECTORSREGISTRARJohn Sunderland (Chairman)Paul Carsten Pedersen (Executive Director & CEO)David ChiaPhillip Jeffrey SaileTan YeelongNg Chee KeongBoardroom Corporate & Advisory Services Pte Ltd50 Raffles Place #32-01Singapore Land TowerSingapore 048623AUDIT COMMITTEEDavid Chia (Chairman)Ng Chee KeongJohn SunderlandNOMINATING COMMITTEENg Chee Keong (Chairman)David ChiaTan YeelongREMUNERATION COMMITTEENg Chee Keong (Chairman)David ChiaJohn SunderlandCOMPANY SECRETARyNg Joo KhinAUDITORSFoo Kon Tan Grant Thornton LLPPublic Accountants and Chartered Accountants47 Hill Street #05-01Singapore Chinese Chamber of Commerce& Industry BuildingSingapore 179365Partner-in-charge: Mr Kon Yin Tong(w.e.f. 31 March 2014)REGISTERED OFFICE1 HarbourFront Place #03-01HarbourFront Tower OneSingapore 098633Tel: 65 6303 5500Fax: 65 6557 2313Email: [email protected]: www.jasperinvests.comCompany Registration No: 198700983H05

Board ofDirectorsJohn sunderlandchairmanMr John Sunderland was appointed to the board of Jasper as Non-ExecutiveNon-Independent Chairman in September 2012.Mr Sunderland spent 21 years in investment and wholesale banking, includingANZ Investment Bank where he was chief executive, in charge of integrating its globalinvestment banking activities. Prior to that he undertook a number of senior executiveroles at Barclays Bank including CEO of the Merchant Banking Division in Asia, andCo-Head of Investment Banking activities in the USA in addition to a number of rolesin Europe.Mr Sunderland was a Partner of PricewaterhouseCoopers LLP, UK from 2005 to 2010 anda Partner of Integrum, UK from 1999 to 2005. He has sat on the boards of several publicand private sector companies.He holds a Master of Arts (Honours) from Cambridge University and is an Associate of theChartered Institute of Bankers (UK).PAUL CARSTEN PEDERSENexecutive directorMr Pedersen was appointed Chief Executive Officer of the Company in January 2013and in May 2013, assumed the role of Executive Director. He has an oversight role on theoperations of the Group.Prior to joining the Group, Mr Pedersen spent many years with the Maersk Group wherehe held various positions including Group Senior Vice President, Chief Commercial Officerand Deputy CEO with Maersk Contractors and also CEO with Maersk FPSO and MaerskLNG. After leaving Maersk in 2010, Mr Pedersen joined Ocean Rig UDW Inc as Acting CEO.His last appointment before he joined the Group was Head of Commercial in the OffshoreBusiness Unit of Fincantieri Group SpA. He is also currently the Chief Executive Officer ofRubicon Offshore International Pte. Ltd.Mr Pedersen holds a Master in Science in Mechanical Engineering from the TechnicalUniversity of Denmark and has undergone business programs at Columbia University andWharton Business School.DAVID CHIALead IndependentDirectorMr David Chia was appointed as an Independent Director in May 2008. He is currentlya director of AXIA Equity Pte. Ltd., a firm which provides business and financial advisoryservices to companies in Singapore and the region.Since 1990, he has been actively involved in the private equity and venture capitalindustry in Asia as a director of an investment advisory firm engaged in direct investmentsin the region. From 1980 to 1990, Mr Chia was engaged in providing audit and financialconsulting services in Singapore and Hong Kong with an international accounting firm.Mr Chia is also an Independent Director on the boards of BH Global Corporation Limitedand Popular Holdings Limited. He holds a Bachelor of Accountancy (Honours) from theNational University of Singapore and is a Fellow Chartered Accountant of Singapore.06Jasper Investments LimitedAnnual Report 2014

PHILLIP JEFFREY SAILENon-Executive DirectorMr Phillip Jeffrey Saile was appointed as an Independent Director in May 2010 and assumedthe appointment of Chairman, Jasper Offshore in April 2011. He was re-designated aNon-Executive Non-Independent Director on 31 March 2013.Mr Saile brings with him over three decades of experience in the offshore oil and gasindustry. He started his career in the offshore drilling company SEDCO in 1974. Over13 years at the firm, he held many international postings and assignments in the MiddleEast, Europe, West Africa and Singapore.He later joined ENSCO in 1987 to become one of its founding members. He was SeniorVice President of Operations and had oversight responsibility for the North and SouthAmerica and Deepwater business units before he retired in 2009. During his 22-year careerat the company, Mr Saile held many other senior executive positions and was involvedin multiple acquisitions that were responsible for the firm’s dramatic growth. These rolesincluded Senior Vice President of Business Development, Engineering and SHE, memberof the office of the President, Chief Operating Officer and President of ENSCO-OffshoreCompany.Mr Saile holds a Bachelor of Business Administration from the University of Mississippi, USA.TAN YEELONGNon-Executive DirectorMs Tan Yeelong was appointed to the board of Jasper as a Non-Executive NonIndependent Director of Jasper in July 2010.Ms Tan was an associate and subsequently a partner for 22 years in Freshfields BruckhausDeringer, a leading international law firm. Her career at the firm included stints in Singapore,Hong Kong and London. Ms Tan’s core experience encompassed specialised financeand banking, mergers and acquisitions, and strategic investments. She has worked ona wide range of transactions, including in energy and infrastructure, for clients such asAshmore, Deutsche Bank, Petrochina, Temasek Holdings and Vitol.Ms Tan holds an LLB degree (Honours, Second Upper) from the National University ofSingapore. She is a solicitor in England and Wales and is also a member of the New YorkState Bar.NG CHEE KEONGNon-Executive DirectorMr Ng joined the board of Jasper as an Independent Director in September 2012.Mr Ng spent many years with the Port of Singapore Authority (“PSA”) having joinedthem in 1971. While with PSA, he has held various positions in the organisation includingGroup President & CEO, President & CEO and Global Head of Technical and OperationsDevelopment. He retired from PSA in 2005.Mr Ng also sits on the boards of Jurong Port Pte Ltd, the Centre for Maritime Studies(National University of Singapore) and Mencast Holdings Ltd, a company listed on theSGX-ST. He holds a Bachelor of Social Science (Economics Honours, Second Upper) fromthe University of Singapore.Mr Ng was awarded a Public Administration Medal (Gold) by the Government of Singaporein 1997.07

SeniorManagementTAN CHOON SZEChief Financial OfficerMr Tan Choon Sze joined Jasper in April 2008 as Chief Financial Officer. He has over22 years of financial experience, many of which were in the oil & gas industry. He waspreviously the Financial Controller of FMC Technologies Singapore Pte Ltd, and also heldkey financial management positions in Pfizer Asia Pacific, Chevron Oronite and HewlettPackard.Mr Tan holds a Bachelor of Accountancy (Honours) from the National University ofSingapore and a Master of Business Administration from Macquarie University, Australia.He is a Chartered Accountant of Singapore.IVAN CORBETTADirector, OperationsMr Ivan Corbetta joined Jasper in April 2013 and oversees the Group’s offshore drillingoperations. He brings with him more than 22 years of strong work and managementexperience in the oil and gas industry. Prior to joining the Group, he was with Saipem for21 years holding various positions, with the last held position being Operations Manager.Mr Corbetta has experience in project management, having supervised new rig buildingsoperationally and in shipyards. He has worked in Africa, Egypt, Libya and Brazil and alsohas extensive experience in the offshore drilling industry.He holds a Diploma in Electronics Technology from the Industrial Technical Institutein Milan.Pino BaldiniDirector, commercialMr Pino Baldini joined Jasper in January 2014. He has over 38 years of experience in theoffshore industry of which 30 years were with various companies of ENI/Saipem group ofcompanies.Mr Baldini has built up extensive experience in marketing, business development,strategies, commercial and procurement and he has managed acquisitions anddisposals of various companies in the course of his previous employments.He had held the position of Honorary Vice Consul of Italy for the Grampian region ofScotland from 2006 to 2008 and received a Knighthood from the Republic of Italyin 2009.08Jasper Investments LimitedAnnual Report 2014

JENS RASMUSSENDirector, projectsMr Jens Rasmussen joined Jasper in February 2011 to oversee the construction of theGroup’s two jack-up rigs in Keppel FELS Limited. He now manages the conversion of theaccommodation rig in Shekou, PRC. He has 30 years of experience in the marine andoffshore industry which included executive management positions at Swedish offshoreengineering firm GVAC. His expertise includes development, design, construction andapplication of deep water oil and gas facilities such as FPSOs and production semisubmersibles, subsea equipment, drillships, drilling semi-submersibles and jack-up rigs,accommodation and construction support vessels.Mr Rasmussen holds a Master of Science degree from Technical University of Denmark.SEGAR CHINDAMANIDirector, HSEQMr Segar Chindamani joined Jasper in April 2014 and oversees the HSEQ for the Group.Mr Segar has accumulated over 23 years of experience in the process, production andsafety operations and is well-versed in both onshore and offshore operations, as well asthe oil and gas industry.He has actively participated in the Steering Committees for SMS, ISO 9001, ISO 14001 andOHSAS 18001 certifications and implementation by being the operations contact person.In 2009, he headed the Steering Committee for the ISO 9001, ISO 14001 and OHSAS 18001certifications.Among other qualifications, he holds a Specialist Diploma in Workplace Safety & Healthand is certified as a Workplace Safety and Health Officer, Fire Safety Manager andConfined Space Assessor from the Ministry of Manpower and the Singapore Civil DefenceAcademy.PAULINE SIM, PBMDirector, HR &AdministrationMs Pauline Sim joined Jasper in 1995 and oversees all aspects of human resources,development policies and practices, and administration. She has over 22 years ofexperience in human resources management with multi-national corporations in theconstruction and service sectors and in recent years in the oil and gas industry.Ms Sim is a Professional Member of Singapore Human Resources Institute. She wasconferred the Public Service Medal in 2002 in recognition of her services to the community.She is a Family Life Champion in the community and has been a Deputy Registrar ofMarriages since 2005.MOHANA KUMARI VIJAYANDirector, procurementMs Mohana Kumari Vijayan joined Jasper in May 2006 and oversees procurement forthe Group.Ms Mohana has over 31 years of working experience, 20 of which were in procurementand 11 in human resources management. Her vast experience and global networkingenable her to handle a diverse spectrum of procurement processes. Her backgroundin internal audit and ISO9001 and ISO4001 certification also helps the organisation tocontinuously improve its processes.She holds a Masters in Business Administration from American University of Londonand a Diploma in Human Resources Management awarded by North West RegionalManagement Centre.09

Operational &FinancialReviewJasper ExplorerOverviewMuch of financial year 2014 (FY14)saw the world’s financial marketbeing challenged by the impact ofthe US quantitative easing taperingprogramme. In Europe, economicrecovery was slow and patchy whileChina achieved a modest 7.7% GDPgrowth for the year amid leadershiptransition and ensuing reforms.Against this economic uncertainty, theJasper Explorer commenced drillingoperations on 25 April 2013 in theRepublic of Congo under a contractwith CNOOC Congo SA (CNOOC) todrill two wells offshore with an optionto drill another well. In February 2014,Jasper Explorer completed drilling thefirst well (Elephant-1) and second well(Horse-1). As CNOOC has decidednot to exercise the option well,the Company is in discussion withcertain potential clients to secure newcontracts.retrofit and convert its semi-submersiblehull, the Jasper Cosmopolitan, into anaccommodation vessel or floatel. Thevessel is expected to be delivered insecond half of 2014.financial performanceThe Group reported higher revenue ofUS 74.6 million in FY14, an increase ofUS 74.2 million over the previous year.This was attributed to the revenuegenerated by the Jasper Explorerwhich had commenced drillingoperations offshore in Congo in April.The revenue included mobilisationand demobilisation fees of US 1.4million and drilling income of US 73.2million. There was no drilling revenuefor the Jasper Explorer in financial year2013 (FY13) as the rig was undergoingrepairs in Spain.General developmentsThe revenue from Jasper Explorerresulted in a gross profit of US 16.4million in FY14 compared to a grossloss of US 53 million in the previouscorresponding period.In the previous financial year, theGroup had awarded a US 73.6 millioncontract to a subsidiary of the ChinaMerchants Industry Holding Group toHowever, other income fell to US 0.2million from US 64.3 million in FY13due to the significant gains made10Jasper Investments LimitedAnnual Report 2014

previously from the disposals of twojack-up rigs, the Jasper Adventurer andJasper Beacon, for US 63.7 million.The Group incurred other expensesof US 12.7 million, among whichwere the repair and maintenancecost for the Jasper Explorer ofUS 2.7 million, cost paid to a shipyardof US 2.9 million, disposal loss of plantand equipment of US 0.1 million,amortisation of bond transactioncharges of US 0.8 million andimpairment of trade receivable ofUS 5.5 million. This compared withother expenses of US 26.7 million inFY13 comprising mainly of the repairand maintenance costs on the JasperExplorer in Spain of US 20.7 million.Net loss attributable to equity holdersof the Group for the financial yearended 31 March 2014 was US 33.5million after accounting for taxprovision of US 2.6 million for prioryears. In comparison the net loss wasUS 44.4 million in FY13.financial positionGroup shareholder funds decreasedto US 294.8 million from US 327.1 millionin the previous year. Total negativereserves now stand at US 296.1 million,an increase of US 33.5 million over FY13.Share capital rose by US 1.2 million asa result of the issuance of 27,992,300new shares pursuant to the Company’sShare Incentive Plan. Total sharecapital stood at US 590.9 million at theend of the financial year comprising4,226,796,724 shares.Group total assets decreased byUS 37.3 million to US 471.8 millionfrom US 509.1 million in FY13, mainlydue to a depreciation charge for theJasper Explorer of US 20.8 million,a net adjustment of US 3.3 millionin equipment cost arising from anagreement reached with a supplier,and a decrease in cash and bankbalances of US 29.9 million.These decreases were partially offset byan increase of US 5.8 million in the bookvalue of the Jasper Cosmopolitan,attributed to the costs of its conversioninto an accommodation vessel andUS 12.8 million in trade and otherreceivable as a result of the JasperExplorer commencing operation inCongo.The Group total liabilities decreasedto US 180.7 million from US 185.1million in the previous year due to thetermination of an equipment supplycontract of US 4.8 million and fullsettlement of US 2.4 million accruedservice fees due to the Company’ssubstantial shareholder, AshmoreInvestment Management Limited(AIML). These decreases were offset byprovision for taxation of US 2.6 million.Jasper Cosmopolitan11

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CorporateGovernanceINTRODUCTIONThe Directors and Management of the Group are committed to achieving and maintaining high standards of corporategovernance, in compliance with the principles set out in the Code of Corporate Governance 2012 (the “Code”) and therelevant sections of the Listing Manual (the “Listing Manual”) issued by the Singapore Exchange Securities Trading Limited(the “SGX-ST”). The provisions of the Code are applicable to annual reports relating to financial years commencing from1 November 2012 (save for certain provisions which should be made at annual general meetings following the end offinancial years commencing on or after 1 May 2016).The Board of Directors (the “Board”) is pleased to confirm that for the financial year ended 31 March 2014, the Companyhad generally adhered to the guidelines as outlined in the Code. Where there are deviations from the Code, the reasonsfor the deviations are explained accordingly.BOARD MATTERSPrinciple 1: The Board’s Conduct of AffairsEvery company should be headed by an effective Board to lead and control the company. The Board is collectivelyresponsible for the success of the company. The Board works with Management to achieve this and the Managementremains accountable to the Board.The Board is elected by the shareholders to supervise the management of the business and affairs of the Company. Itsmain responsibility is to ensure the viability of the Company and to ensure that it is managed in the best interest of theshareholders as a whole while taking into account the interests of other stakeholders.The Board is responsible for setting the overall strategy, direction and long–term goals of the Group. It reviews majorinvestment and divestment proposals, risk management policies and practices, financial objectives and key businessinitiatives. Through committees, it also reviews the financial performance of the Group and recommends the framework ofremuneration for the Board and key executives, approves nomination of Directors and appointments to the various Boardcommittees. In addition, the Board also assumes the responsibility for the Company’s compliance with the guidelines oncorporate governance.Matters which are specifically reserved for the Board’s approval are significant acquisitions and disposals of assets, corporateor financial restructuring, share issuance, dividend payments or other returns to shareholders, approval of accounts andresults announcements, matters involving conflicts of interest for a substantial shareholder or a director and any majordecision which may have an impact on the Group. Other matters are delegated to Board committees and the ChiefExecutive Officer (“CEO”) for review and decision making. The Board committees and Management are accountable tothe Board.To assist in the execution of its responsibilities, the Board has established four (4) Board committees, namely the AuditCommittee (“AC”), Nominating Committee (“NC”), Remuneration Committee (“RC”) and the Executive Committee(“EXCO”). The Board delegates specific responsibilities to these Committees which operate within specified terms ofreference setting out the scope of its duties and responsibilities and procedures governing the manner in which it is tooperate and how decisions are to be taken. The Committees have the authority to examine particular issues and report tothe Board with their recommendations.The main purpose of the EXCO is to review key business and strategic issues and act as a forum for the CEO to take counselfrom other directors where required in between board meetings. The EXCO currently comprises four Directors, namelyMr John Sunderland (Non-Executive Director), Mr Paul Carsten Pedersen (CEO), Mr David Chia (Independent Director) andMr Phillip Jeffrey Saile (Non-Executive Director). The Chairman of the EXCO is Mr John Sunderland. Specific descriptions ofthe Audit, Nominating and Remuneration Committees are set out further in this Report.Formal Board meetings are held quarterly to review the Group’s business and financial performance, policies andprocedures, acquisitions and disposals and to approve the release of results to the Singapore Exchange Securities TradingLimited (“SGX–ST”). In addition to the scheduled meetings, ad–hoc meetings are convened as and when required forparticular purposes. Board members may participate in meetings by telephone or video conference which is permittedunder the Company’s Articles of Association. All Board meetings are attended by the Company Secretary who is responsiblefor ensuring that Board procedures are followed.13

CorporateGovernanceDuring the year, the number of meetings held and the attendance of each current Director at the Board and Boardcommittee meetings is as follows:BoardJohn SunderlandDavid ChiaPhillip Jeffrey SaileTan YeelongNg Chee KeongPaul Carsten Pedersen(2)AuditNominatingRemunerationNo. ofmeetingsheld (1)No. ofmeetingsattendedNo. ofmeetingsheld(1)No. ofmeetingsattendedNo. ofmeetingsheld(1)No. ofmeetingsattendedNo. ofmeetingsheld(1)No. 111-Notes:(1) Reflects the number of meetings held which are applicable to the Director during his/her term.(2) Mr Paul Carsten Pedersen joined the Board on 30 May 2013.In addition to formal meetings, the Directors are frequently updated on pertinent developments in the business andCompany matters by Management via emails and telephone conferences. As some of the Board members are basedoverseas, frequent updates are provided by the CEO and discussions with other Board members are regularly held throughemails and telephone conferences.The Company does not have a formal training programme for new Directors. However to assist Directors in discharging theirduties, they are updated on the relevant laws, continuing listing obligations and standards requiring compliance and theirimplications for the Group. Newly appointed Directors will be briefed by Management on the operations of the Group so asto enable them to have a better understanding of the Group’s business. Directors are encouraged to attend seminars andreceive training to improve themselves in the discharge of their duties.Principle 2: Board Composition and GuidanceThere should be a strong and independent element on the Board, which is able to exercise objective judgment oncorporate affairs independently, in particular, from Management. No individual or small group of individuals should beallowed to dominate the Board’s decision making.The Board currently comprises five members; two of whom are independent non–executive directors, three Directors whoare non-independent and non-executive and an executive Director who is the CEO.Each Director is appointed based on the strength of his/her calibre, experience and potential to contribute to the Companyand its business. The Board is of the view that, given the Group’s current scope of business operations, the current Boardsize and composition, which comprise one member with specialized industry knowledge as well as others with diverseskills, experience and attributes, provides for effective direction for the Group. The Nominating Committee will review thecomposition of

ANNUAL REPORT 2014 Tel: 65 6303 5500 Fax: 65 6557 2313 www.jasperinvests.com Company Registration No.: 198700983H Jasper Investments Limited Annual Report 2014. Contents 01 Our Story 02 Letter to Shareholders 04 Corporate Structure 05 Corporate Information 06 Board of Directors 08 Senior Management