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KaTanA, customizable 24 bit hi res gaming, under monitor audio system. Webywere truly awed, the Katana s, larger than life. audio performance , something that can, only be rivaled by. much more complete, and pricier audio , systems, HardwareZone. soundbar , The Katana offers the best audio performance I ve ever experienced from a.
and it does it without taking up much room in your entertainment. setup don t let the gaming label fool you the Katana is so much more. , than just a simple soundbar for playing video games. The Game Scouts, 150W, PEAK, 16 8 Million,reactive colors. Find out more at blasterx com katana, CONTENTS,Chairman s Message 2. Financial Highlights and Review 3,Board of Directors and Executive Officers 5. Corporate Governance 6,Directors Statement 15 ,Independent Auditor s Report 19 .
Consolidated Income Statement 22,Consolidated Statement of Comprehensive Income 23. Balance Sheets 24,Consolidated Statement of Changes in Equity 25. Consolidated Statement of Cash Flows 26,Notes to the Financial Statements 27. SGX ST Listing Manual Requirements 66, 1, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES. CHAIRMAN S MESSAGE,For the financial year ended 30 June 2017.
Dear Shareholders , For fiscal year 2017 the financial performance for the Group continued to be adversely affected by the difficult and uncertain market. conditions for the Group s products Sales for the Group declined further as revenue contributions from new products during the year. were not sufficient to offset the decline in sales resulting from the challenging market conditions Sales were also affected by the delay. in shipment of a new major product during the year . Sales for fiscal year 2017 were US 70 million compared to US 85 million for fiscal year 2016 Gross profit as a percentage of sales. was 28 in fiscal 2017 compared to 27 in fiscal 2016 While sales were lower in fiscal 2017 there was an improvement in operating. results for the Group due mainly to the higher gross profit margin and lower operating expenses for the year Net loss for fiscal 2017. was US 23 million compared to a net profit of US 3 million in fiscal 2016 Net results for the previous year was a profit as it included. the contribution from higher other gains comprising mainly US 34 million from settlements in a patent lawsuit Further highlights of. the Group s financial performance are detailed in the Financial Highlights and Review section of the annual report . During the year we have continued with the development and introduction of new products in key product categories Products launched. during the year include the Sound BlasterX AE 5 a new advanced sound card the Creative Outlier Sports a high quality sweatproof. wireless in ear headphone the Creative iRoar Go a product in the Roar family of portable Bluetooth wireless speakers and the Sound. BlasterX Katana a member of the Sound BlasterX family of speakers under the Sound BlasterX Pro Gaming Series a new line of high . end gaming audio peripherals for gaming enthusiasts and pro gamers The Sound BlasterX AE 5 is a SABRE32 Ultra Class Hi Resolution. PCIe Gaming Sound Card and DAC which features a high performance gaming headphone amplifier for PCs custom built to deliver. pristine audio fidelity The Sound BlasterX Katana the flagship product in the family of Sound BlasterX speakers is an all in one 24 bit. Under Monitor Audio System which utilizes Creative s most powerful multi core audio DSP and can also operate as a Sound Blaster. sound card , And finally we have our flagship offering the X Fi Sonic Carrier The Sonic Carrier which personifies the Audio of Tomorrow is a. powerful home entertainment system with Dolby Atmos and Creative s proprietary SuperWide X Fi giving users the best of the two. worlds of Super High end Audio and 3D Cinematic Sound This mind blowing system is set to revolutionize how users experience their. audio with the ultimate immersive cinematic sound experience It is like bringing the cinema to your home . Since its inception in prototype form at CES 2016 it has consistently garnered rave reviews from both lay persons and industry insiders. alike We ve marketed this in a kick starter style programme which has been oversubscribed with pre orders paid in full Over the last. year we have been putting the finishing touches to the Sonic Carrier and have introduced a slew of improvements including Creative s. very own SuperWide X Fi This technology enables listeners to experience a whole new dimension in music listening way beyond a. high end stereo system We believe that this will be the way people will want to listen to music in the future . The Sonic Carrier has also just picked up an award from CEDIA 2017 held at the San Diego Convention Centre The occasion brought. together more than 20 000 home tech pros and 500 exhibitors to the leading event in smart and home technology We were thrilled. by the response the Sonic Carrier received from participants at the event Many were blown away by the sheer power fidelity and 3D. immersive cinematic audio delivered by the Sonic Carrier Mark Henninger Senior Editor of the respected AVS Forum the go to forum. for members of the professional audio community made a last minute unplanned visit to our booth at CEDIA Sonic Carrier impressed. him so much that it won an AVS Forum Best of CEDIA 2017 award Here are excerpts from his review of the Sonic Carrier . The quality of the holographic surround sound the Creative X Fi Sonic Carrier puts out is something I have not heard before from. any soundbar Oh and the subwoofer Wow That s easily the best wireless soundbar sub I have ever heard . With no walls and no ceiling just a noisy open convention center the X Fi Sonic Carrier still created a 3D immersive audio experience . For real I challenge anyone who ever encounters a similar demo to take it and tell me otherwise My mind was completely blown Creative. has delivered sonic holography in a 2 piece solution so advanced I love to get a taste of the future and this thing is undeniably futuristic . This game changing product is a huge investment for Creative and we expect to commence shipment soon While optimistic as a big . ticket item in a totally new category the Sonic Carrier may take some time to realize its full potential . Looking ahead for the current fiscal year the Group expects no significant change in the uncertain and challenging market conditions . However the potential revenue growth opportunities provided by the new products including the Sonic Carrier is expected to help the. Group work towards an improvement in financial performance for the year . Sim Wong Hoo,Chairman Chief Executive Officer,2, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES. FINANCIAL HIGHLIGHTS AND REVIEW, For the financial year ended 30 June 2017. ,Overview, US million, 2017 2016 , Sales net 69 9 84 6 .
Gross profit 19 6 23 0 , Gross profit margin 28 27 . Expenses 42 5 52 1 , Net loss profit 22 9 2 7 , , Sales for the financial year ended 30 June 2017 FY2017 were US 69 9 million compared to US 84 6 million for the. financial year ended 30 June 2016 FY2016 Gross profit in FY2017 was US 19 6 million at a margin of 28 compared. to US 23 0 million at a margin of 27 in FY2016 Net loss in FY2017 was US 22 9 million compared to net profit of. US 2 7 million in FY2016 , Sales, The Group s sales decreased by 17 to US 69 9 million in FY2017 compared to US 84 6 million in FY2016 Sales were. lower in FY2017 due to the uncertain and difficult market conditions which continued to affect the sales of the Group s. products and sales across all geographical regions . US million, Sales by Product Category 2017 2016 , Audio speakers and headphones 64 1 77 8 . Personal digital entertainment 4 1 2 8 , Other products 1 7 4 0.
69 9 84 6 , Sales of all product categories in FY2017 have decreased compared to FY2016 with the exception of sales of personal. digital entertainment products which has increased due to an increase in sales of 3D cameras . US million, Sales by Region 2017 2016 , Asia Pacific 38 0 42 5 . The Americas 9 6 14 6 , Europe 22 3 27 5 , 69 9 84 6 . By geographical region sales in FY2017 decreased across all three regions by 11 34 and 19 in the Asia Pacific the. Americas and the Europe region respectively As a percentage of total sales the Asia Pacific region sales contributed 54 . of total sales in FY2017 compared to 50 in FY2016 Sales in the Americas region was 14 of total sales in FY2017. compared to 17 in FY2016 and the sales in the Europe region was 32 of total sales in FY2017 against 33 in FY2016 . Gross Profit, Gross profit was US 19 6 million in FY2017 compared to US 23 0 million in FY2016 Gross profit margin as a percentage of. sales was 28 in FY2017 compared to 27 in FY2016 Gross profit in FY2017 included write down of excess inventories. resulting from the reduction in sales Gross profit for FY2017 was in line with the sales mix . 3, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES,FINANCIAL HIGHLIGHTS AND REVIEW.
For the financial year ended 30 June 2017, Expenses. Total expenses decreased from US 52 1 million in FY2016 to US 42 5 million in FY2017 . Selling general and administrative expenses were US 30 4 million in FY2017 compared to US 36 8 million in FY2016 . The reduction in selling general and administrative expenses in FY2017 was due mainly to lower level of sales and lower. legal expenses in FY2017 , Research and development expenses were US 12 1 million in FY2017 compared to US 15 3 million in FY2016 The. decrease in research and development expenses was due mainly to cost cutting actions taken by management in the previous. year , Net Loss, Net loss in FY2017 was US 22 9 million compared to net profit of US 2 7 million in FY2016 Net loss in FY2017 included. other gains of US 1 4 million other losses of US 1 4 million and share of loss of associated companies of US 0 3 million . Net profit in FY2016 included employee severance charges of US 4 1 million in the first quarter of FY2016 other gains of. US 41 5 million other losses of US 1 4 million share of loss of associated companies of US 0 7 million and income tax. expense of US 8 0 million , Other gains of US 1 4 million in FY2017 were mainly due to US 1 3 million gain on disposal of investments Other gains. of US 41 5 million in FY2016 were mainly due to US 33 5 million proceeds from settlements in patent lawsuit US 2 7. million gain on disposal of investments and US 5 2 million from write back of subcontract accruals made in prior years . Other losses of US 1 4 million in FY2017 relates to foreign exchange loss of US 0 7 million and impairment loss on. investments of US 0 7 million Other losses of US 1 4 million in FY2016 relates to foreign exchange loss of US 0 4. million and impairment loss on investments of US 0 9 million . Income tax expense of US 8 0 million in FY2016 was due mainly to US 7 8 million withholding tax payments relating to. the proceeds from the patent lawsuit settlements and US 0 4 million adjustment for potential transfer pricing and withholding. tax exposure of foreign subsidiaries , Balance Sheet.
The US 19 1 million decrease in cash and cash equivalents was due mainly to operating loss in FY2017 . The decrease in trade receivables by US 1 7 million to US 5 9 million and inventories by US 4 6 million to US 20 4. million were in line with the lower level of sales . The decrease in available for sale financial assets by US 2 3 million to US 9 6 million was due mainly to disposal of. investments , Accrued liabilities and provisions decreased by US 3 9 million to US 19 5 million as at 30 June 2017 were due mainly to. lower level of operating activities ,4, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS,DIRECTORS AND EXECUTIVE OFFICERS. Creative s directors and executive officers are as follows . Name Age Position, Sim Wong Hoo 62 Chairman of the Board and Chief Executive Officer. Lee Kheng Nam 69 Independent Non Executive Director. Ng Kai Wa 61 Independent Non Executive Director, Lee Gwong Yih 62 Independent Non Executive Director.
Ng Keh Long 58 Chief Financial Officer, SIM WONG HOO founded Creative in 1981 and has been its Chairman of the Board and Chief Executive Officer since its inception . LEE KHENG NAM has been a Director of Creative since 1991 He is presently a Venture Partner of GGV Capital and also. Chairman of Advantec Pte Ltd an investment holding company Mr Lee is also currently Deputy Chairman of Vertex Venture. Holdings Ltd VVH wholly owned subsidiary of Temasek Holdings Private Limited engaged in the venture capital direct. investment and fund management business Mr Lee was General Manager 1988 to February 1995 and subsequently President of. Vertex Management Pte Ltd VMPL and executive Director of VVH from March 1995 to February 2004 Prior to this he was with. NatSteel group of companies as the Manager of the Project Development Department and the Ministry of National Development. where he was Deputy Director of Planning He sits on the boards of several companies both local and overseas He formerly. served on the boards of Centillium Communications Inc Chartered Semiconductor Manufacturing Ltd GRIC Communications. Inc ActivCard Corp and Gemplus International S A Mr Lee holds a Bachelor of Science degree in Mechanical Engineering First. Class Honours from Queen s University Canada and a Master of Science degree in Operations Research and Systems Analysis. from the U S Naval Postgraduate School , NG KAI WA became a Director of Creative in 2005 He has been the Co Founder Chairman and Chief Executive Officer of. InnoMedia Pte Ltd since 1995 InnoMedia is a leading supplier of broadband access IP Telephony and SIP Trunking solutions to. Cable MSOs broadband service providers and distribution partners Prior to that he was the Co Founder Chief Technology Officer. and Vice Chairman of the Board of Creative Technology Ltd Mr Ng holds an Executive Master of Business Administration Degree. from the National University of Singapore and a Diploma in Electronic and Electrical Engineering from Ngee Ann Polytechnic . LEE GWONG YIH became a Director of Creative in 2009 He is Managing Director of Translink Capital Prior to joining. Translink Capital in 2014 Mr Lee was Chairman and Chief Executive Officer of the CyberTAN Technology Inc since 2006 . Prior to CyberTan Mr Lee founded two start up companies Transmedia in March of 1998 and Digicom Systems in May of 1987 . Both companies were successfully acquired by Cisco Systems and Creative Labs in 1999 and 1994 respectively Mr Lee holds. a Master of Science degree in Electrical Engineering from the State University of New York at Stony Brook and a Bachelor of. Science degree in Electrical Engineering from National Chiao Tung University Taiwan . NG KEH LONG joined the Company in April 1993 as Financial Controller and held various financial positions until 1998 when. he was appointed as Chief Financial Officer Prior to joining Creative he was a Senior Manager with Price Waterhouse now. PricewaterhouseCoopers LLP where he gained more than ten years experience in finance accounting and auditing . 5, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES,CORPORATE GOVERNANCE. For the financial year ended 30 June 2017, Creative Technology Ltd Creative or the Company and together with its subsidiaries the Group is committed to maintaining. good corporate governance in accordance with the principles and guidelines set out in the Code of Corporate Governance issued. in May 2012 the Code Creative s approach on corporate governance takes into consideration the principles and guidelines. set out in the Code substantially complied with the key principles and supporting guidelines set out in the Code except where. specifically identified and disclosed in this report . This report outlines the main corporate governance practices that were in place throughout the financial year with specific references. to each of the principles of the Code ,PRINCIPLE 1 THE BOARD S CONDUCT OF ITS AFFAIRS.
The principal functions of the Board of Directors of the Company the Board are to provide guidance and to decide on. certain important matters including those involving the review and approval of strategic plans direction and policies to review. the Group s performance to review the adequacy and integrity of internal controls and to approve material acquisitions and. disposals of assets The Board also reviews management performance and sets the Company s values and standards and ensures. that obligations to shareholders and other stakeholders are understood and met Sustainability issues are also considered as part. of its strategic formulations , These functions are either carried out directly by the Board or through committees namely the Audit Committee the Nominating. Committee and the Remuneration Committee established by the Board collectively referred to as Board Committees . Matters which are specifically reserved to the full Board for decision making include those involving the review and approval of. strategic plans direction and policies material acquisitions and disposals of assets corporate or financial restructuring and share. issuances dividends and other returns to shareholders . The Constitution of the Company allow the Company s Directors to participate in a Board meeting by telephone conference or. video conference whereby all persons participating in the meeting are able to communicate as a group without requiring the. Directors physical presence at the meeting , The number of Board and Board Committee meetings held in the financial year ended 30 June 2017 and the attendance of directors. during these meetings is as follows , Audit Remuneration Nominating. Name of Director Board Committee Committee Committee. Number of Meetings Held 5 6 2 1 ,Sim Wong Hoo 5 2 1. Lee Kheng Nam 5 6 2 1,Ng Kai Wa 5 6 2 1,Lee Gwong Yih 5 6 .
Upon appointment of each new director a letter is provided setting out the director s duties and obligations The Group also conducts. an orientation programme for new directors to familiarize them with the business activities and corporate governance practices . The Company will provide training for first time director in areas such as accounting legal and industry specific knowledge as. appropriate None of the directors is first time director . Directors are updated regularly on the Group s strategic directions financial performance updates on corporate governance. practices relevant new laws regulations and changing business risks during Board meetings or at specially convened sessions . Directors are also encouraged to request for sponsorship from the Company to attend courses to update their knowledge and better. equip themselves to discharge their duties as Directors . 6, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES,PRINCIPLE 2 BOARD COMPOSITION AND GUIDANCE. The Board comprises four members one of whom is an Executive Director and three of whom are independent non Executive. Directors The criteria of independence are based on the definition given in the Code Key information regarding the Directors is. disclosed in Board of Directors and Executive Officers Together the Board has a diverse wealth of experience as well as skills. and knowledge and the diversity of experience skills and competencies of the Directors enhance the effectiveness of the Board. in carrying out its responsibilities , The Board in reviewing Board composition will consider the benefits of all aspects of diversity including diversity of skills . experience background gender age and other relevant factors These differences will be considered in determining the optimum. composition of the Board and when possible should be balanced appropriately All Board appointments are made based on merit . in the context of the skills experience independence and knowledge which the Board as a whole requires to be effective . The Executive Director is Mr Sim Wong Hoo the Chairman and Chief Executive Officer of the Company He is also a substantial. shareholder , The independent non Executive Directors are Mr Lee Kheng Nam Mr Ng Kai Wa and Mr Lee Gwong Yih . Two Directors have served as independent directors on the Board for more than nine years from the respective dates of their first. appointment They are Mr Lee Kheng Nam and Mr Ng Kai Wa The Board had conducted a rigorous review on their status taking. into consideration all other factors in accessing the independence of a Director These factors include inter alia if the Director. has any interest business relationship and or other material contractual relationship with the Group which could reasonably be. perceived to compromise his independence and interfere with the exercise of his independent business judgement with a view to. the best interests of the Group After due and careful review the Board had determined Mr Lee Kheng Nam and Mr Ng Kai Wa. are independent directors of the Company The Board is of the view that their more than nine years of service has not affected. their objectivity They have continued to demonstrate ability to exercise strong independent judgement and act in the interests of. the Company Further having gained in depth understanding of the business of the Group Mr Lee Kheng Nam and Mr Ng Kai. Wa provide the Company with the experience and knowledge of the industry Their contributions will be valuable to the Company . The independent non Executive Directors contribute to the Board by monitoring and reviewing Management s performance. against goals and objectives Their views and opinions provide different perspectives to the Group s business While reviewing. Management s proposals or decisions they bring independent judgement to bear on business activities and transactions involving. conflicts of interest and other complexities Where appropriate and necessary the non Executive Directors would also meet without. the presence of Management , The Board is of the view that the current Board with independent non Executive Directors making up at least half of the Board . provides for a strong and independent element on the Board capable of exercising objective judgement on corporate affairs of the. Group No individual or small group of individuals dominates the Board s decision making . PRINCIPLE 3 CHAIRMAN AND CHIEF EXECUTIVE OFFICER, The Company has the same Chairman and Chief Executive Officer CEO Mr Sim Wong Hoo Mr Sim Wong Hoo has played.
an instrumental role in developing the business and has provided the Group with strong leadership and vision Even though the. Company does not have separate persons for the Chairman and CEO the Company believes that the independent non Executive. Directors have demonstrated high commitment in their role as Directors and have ensured that there is a good balance of power. and authority As such there is no need for the role of the Chairman and CEO to be separated . Mr Sim Wong Hoo is a substantial shareholder of the Company with a shareholding of approximately 33 09 With his substantial. shareholding his interest is aligned with the Company and that of the other shareholders . 7, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES,CORPORATE GOVERNANCE. For the financial year ended 30 June 2017, PRINCIPLE 3 CHAIRMAN AND CHIEF EXECUTIVE OFFICER cont d . Mr Sim the Chairman provides strategic guidance and leads the Board He is responsible for ensuring the effectiveness of the. Board and its governance processes With the assistance of the Company Secretary he sets the agenda for Board meetings and. ensures complete and accurate information is provided to the Board to facilitates good decision making in particular on strategic. issues At meetings he promotes a culture of open dialogue and debate facilitating the effective contribution of all Directors He. also maintains effective communication with shareholders At shareholder meetings he ensures constructive dialogue between. shareholders Directors and Management He is responsible for making strategic proposals to the Board and implementing the. Group s strategies and policies as well as the Board s decision He assumes executive responsibility for the day to day management. of the Group , Mr Lee Kheng Nam is the Lead Independent Director As the Lead Independent Director he leads and encourages dialogue between. independent directors and provides feedback to the Chairman and CEO As the Lead Independent Director he is also available as. the alternate channel for shareholders should shareholders fail to resolve concerns through the normal channels of the Chairman. and CEO Chief Financial Officer or when such normal channels are inappropriate . PRINCIPLE 4 BOARD MEMBERSHIP, The Nominating Committee the NC consists of three members two of whom are independent non Executive Directors The. Chairman of the NC Mr Ng Kai Wa is an independent non Executive Director The other two members are Mr Sim Wong Hoo . an Executive Director and Mr Lee Kheng Nam an independent non Executive Director . The principal functions of the NC are among other matters to recommend all Board and Board Committee appointments re . appointments or re elections to determine the independence of each Director and to identify new Directors who have the diversity. of experience and appropriate knowledge and skills to contribute effectively to the Board . The key terms of reference of the NC include the following . Review the Board s succession plans and make recommendations to the Board on all appointments and re appointments of. Directors of the Company , Review the independence of Directors and.
Assess the effectiveness of the Board as a whole and contribution by each individual Director . When a Director has multiple board representations such director has to ensure that sufficient time and attention is given to. the affairs of the Company On the issue of multiple board representations the Board is of the view that it should be left to the. judgement and discretion of each Director As such the NC and the Board have decided not to set any maximum number of listed. company board representations that any director may hold The NC is satisfied that sufficient time and attention are being given. by all the Directors to the affairs of the Company . The Board does not have a practice of appointing alternate directors There were no alternate directors in this financial year . The Board has adopted a process for the selection appointment and re appointment of directors to the Board The NC reviews. the compositions of the Board periodically It assesses and shortlists candidates for a position on the Board when a need arises . The search and nomination process for new Directors if any will be through recommendations of Directors and Management and. external search services Potential candidates are interviewed by the NC to access suitability and commitment . New Directors are at present appointed by way of a Board resolution after the NC approves their appointment The Company s. Constitution provides that all Directors except Executive Directors are to retire at least once every three years by rotation if. they are appointed by the Company at a general meeting and a newly appointed Director must submit himself for re election at. the next Annual General Meeting The retiring Director is nonetheless eligible for re election by shareholders at every Annual. General Meeting Accordingly Mr Lee Gwong Yih will on the date of the Annual General Meeting retire as Director The NC. recommends his re appointment as Director at the Annual General Meeting to be held on 19 October 2017 . 8, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES,PRINCIPLE 5 BOARD PERFORMANCE. The NC assesses the effectiveness of the Board as a whole and its board committees and each individual director and also assesses. the contribution by the Chairman and each individual director to the effectiveness of the Board The Company believes that the. Board s performance is ultimately reflected in the performance of the Group The Company assesses the Board s performance. through its ability to steer the Group in the right direction and the support it renders to Management In evaluating directors . performance factors including the directors attendance participation and level of participation and contributions at the main board. and board committee meetings and other Company activities are also taken into consideration . The NC uses its best efforts to ensure that the Directors appointed to the Board possess the relevant necessary background . experience knowledge and skills so as to enable each Director to bring to the Board an independent and objective perspective to. contribute to the effectiveness of the Board , The Company believes that apart from the Directors fiduciary duties i e acting in good faith with due diligence and care and. in the best interests of the Company and its shareholders the Board s key responsibilities are to set strategic directions and to. ensure that the long term objective of enhancing shareholders value is achieved . PRINCIPLE 6 ACCESS TO INFORMATION, In order to ensure that the Board is able to fulfill its responsibilities management provides the Board members with regular updates. of the performance and financial position of the Group Information provided includes board papers with updates on key performance. indicators and background or explanatory information relating to matters to be brought before the Board Management staff and. the Company s auditors who can provide insight into the matters for discussion are also invited from time to time to attend such. meetings This enables the Board to make informed and sound business decisions and be kept abreast of key challenges opportunities. and developments for the Group , The Company Secretary attends all Board meetings and ensures that all Board procedures are followed The Company Secretary. keeps the Directors informed of any significant developments or events relating to the Group He ensures good communication flows. within the Board and between Management and the Directors The Company Secretary together with other management staff of the. Company also ensures that the Company complies with the applicable statutory and regulatory rules The appointment and removal. of the Company Secretary is subject to the approval of the Board . The Directors have separate and independent access to the Company s senior management and the Company Secretary at all. times Should the Directors whether as a group or individually need independent professional advice the Company will appoint a. professional advisor selected by the group or individual and approved by the Chairman and CEO to render the advice The cost of. such independent professional advice will be borne by the Company . 9, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES,CORPORATE GOVERNANCE.
For the financial year ended 30 June 2017, PRINCIPLE 7 PROCEDURES FOR DEVELOPING REMUNERATION POLICIES. PRINCIPLE 8 LEVEL AND MIX OF REMUNERATION,PRINCIPLE 9 DISCLOSURE ON REMUNERATION. The Remuneration Committee the RC consists of three Directors two of whom are independent non Executive Directors The. Chairman of the RC is Mr Sim Wong Hoo an Executive Director The other two members are Mr Lee Kheng Nam and Mr Ng. Kai Wa both of whom are independent non Executive Directors . The principal functions of the RC are among other matters to recommend to the Board the structure of the compensation. programme for each Board member and the CEO or executive of equivalent rank to ensure that the programme is competitive. and sufficient to attract retain and motivate each Board member and CEO of the required quality to run the Company successfully . to review each Board member s and CEO s compensation annually and determine appropriate adjustments where necessary and. to review any other long term incentive schemes which may be set up from time to time The RC members are also members of. the committees administering the Creative Employee Share Option Plans and the Creative Performance Share Plan . The RC has access to relevant remuneration data and would seek expert advice from external remuneration consultants whenever. required During the year there was no requirement for the engagement of external consultants . Mr Sim Wong Hoo the Chairman and CEO of the Company and the Chairman of the RC has been receiving a nominal sum of. S 1 as his annual remuneration since the financial year ended 30 June 2008 He has also opted to be excluded from participating. in the Creative Performance Share Plan , Taking into consideration the remuneration package of Mr Sim Wong Hoo there is minimal risk of any potential conflict of. interest and his ability to perform the role of the Chairman of the RC is similar to that of a non Executive Director Accordingly . the Board is of the view that he is suitable to perform the role of the Chairman of the RC . The Company adopts a remuneration policy for employees comprising a fixed component and a performance based variable. component The fixed component is in the form of a base salary The variable component is in the form of a variable bonus that. is linked to the Company s and the individual employee s performance Another element of the variable component is the grant. of performance shares to employees under the Company s Performance Share Plan The Company s employees participate in the. performance review process that assesses the individual s performance against set performance targets Performance against these. targets is a factor determining remuneration This seeks to align the interests of the employees with that of the shareholders . Each non Executive Director is paid an annual Director s fee of S 60 000 pro rated where length of service is less than one. year and is subject to shareholders approval at the Annual General Meeting The Director s fee proposed to be paid to each of. the Directors for the financial year ended 30 June 2017 is as follows . Name of Director Director s Fee ,Lee Kheng Nam S 60 000. Ng Kai Wa S 60 000,Lee Gwong Yih S 60 000 , Executive Directors are not paid a Director s Fee .
Each non Executive Director also participates in the Company s stock options and performance share plan The details of the. Directors stock options and performance share awards are set out in the Directors Statement Non Executive Directors are not. paid any salary bonus or other remuneration ,10, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES. The number of top five key executives of the Group who are not Directors or the CEO in remuneration bands is as follows . Remuneration Bands Number of Key Executives,S 250 000 to S 499 999 2. Less than S 250 000 3, For confidentiality and competitive reasons the Company is not disclosing each individual executive s remuneration and their names . The aggregate total remuneration paid to the top five key executives for the financial year ended 30 June 2017 was S 1 334 000 . None of the employees of the Group whose annual remuneration exceeds S 50 000 are immediate family members of the CEO. or any other Director of the Company , Details of the Creative Employee Share Option Plans and Creative Performance Share Plan are set out in the Notes to the Financial. Statements ,PRINCIPLE 10 ACCOUNTABILITY, The Company provides shareholders with quarterly and annual financial results of the Group within the regulatory reporting periods .
i e results for the first 3 quarters are released to shareholders within 45 days of the end of each quarter whilst the annual results. are released within 60 days from the financial year end In presenting the Group s annual and quarterly results the Board aims. to provide shareholders with a balanced and understandable assessment of the Group s performance and financial position with a. commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which it operates . The management provides all Directors with financial updates of the Group s performance on a regular basis and when required . to enable the Board to make a balance and informed assessment of the Group s performance position and prospect The CEO. and the Chief Financial Officer CFO also provide assurance to the Board on the integrity of the financial statements of the. Company and its subsidiaries , The Board together with the management takes adequate steps to ensure compliance with all the Group s policies legislative. and regulartory requirements including requirements under the listing rules . PRINCIPLE 11 RISK MANAGEMENT AND INTERNAL CONTROLS. The Board acknowledges that it is responsible for the overall risk management and internal control framework but recognises. that no cost effective risk management and internal control systems will preclude all errors and irregularities as such a system. is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable. and not absolute assurance against the occurrence of material errors poor judgement in decision making human errors frauds. or other irregularities , The Board reviews the Group s business and operational activities as presented by the management to identify areas of significant. risks and recommends as appropriate the measures to control and mitigate such risks Annually the Board reviews the adequacy. and effectiveness of the Company s risk management and internal control systems including financial operational compliance. and information technology controls , 11, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES. CORPORATE GOVERNANCE,For the financial year ended 30 June 2017. PRINCIPLE 11 RISK MANAGEMENT AND INTERNAL CONTROLS cont d . For the financial year ended 30 June 2017 the Board has received assurance from the CEO and CFO that . the financial records have been properly maintained and the financial statements give a true and fair view of the Group s. operations and finances and, the risk management and internal control systems have been adequate and effective to address the risks which the Group.
considers relevant and material to its operations . The Board with the concurrence of the Audit Committee is of the opinion that the Group s internal controls including financial . operational compliance and information technology controls and risk management systems have been adequate and effective for. the risks which the Group considers relevant and material to its operations for the financial year ended 30 June 2017 This opinion. is arrived at based on the framework established and maintained by the Group the work performed by the internal and external. auditors reviews carried out by Management as well as assurances received from the CEO and CFO . PRINCIPLE 12 AUDIT COMMITTEE, Given the growing emphasis accorded to risk management the Board has nominated the Audit Committee AC to assist the. Board in risk management responsibilities and function . The AC consists of three Directors all of whom are independent non Executive Directors The Chairman of the AC is Mr Lee. Kheng Nam The other two members are Mr Ng Kai Wa and Mr Lee Gwong Yih The Board considers Mr Lee Kheng Nam who. has the appropriate financial management knowledge and experience well qualified to chair the AC The other members of the. AC also have the appropriate accounting or relevant financial expertise or experience to discharge their responsibilities . The principal functions of the AC among other matters are . to review and recommend for approval of the Board the quarterly and full year financial results and related announcement. to be released on SGX ST , assist the Board to review and oversee the internal controls and the Group s Enterprise Risk Management Framework . provide guidance to management and renders assistance to the Board to determine the nature and extent of significant risks. which the Board would be willing to take in achieving the Group s strategic objectives . to review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the external. auditors , to review the scope of work of the appointed internal auditors and evaluate the effectiveness of the internal auditors . to review the findings of the internal and external auditors and the response from the management . to make recommendations to the Board on the appointment re appointment and or removal of internal and external auditors . and to approve the remuneration and terms of engagement of the internal and external auditors . to review interested person transactions , to review whistle blowing investigations within the Group and ensuring appropriate follow up in accordance with the Group s. whistle blowing policy and, reports any material matters findings and recommendations to the Board .
The AC has explicit authority to investigate any matter within its terms of reference full access to and co operation by Management. and full discretion to invite any director or executive officer to attend its meetings and reasonable resources to enable it to. discharge its functions properly ,12, CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES. The number of meetings convened by the AC is set out in Principle 1 The Board s Conduct of its Affairs For the financial year . the AC has met with the external auditors in the absence of key management personnel . In the review of the financial statements for the financial year ended 30 June 2017 the AC has reviewed with the CFO and the. external auditors on changes to accounting standards and significant issues and assumptions which are relevant to the Group and. have a direct impact on the group s financial statements The AC also considered the report from the external auditors including. their findings on the key areas of audit focus Significant matters that were discussed with management and external auditors. have been included as key audit matters in the independent auditors report for the financial year ended 30 June 2017 Refer to. pages 19 to 21 of this Annual Report , The Company has in place a whistle blowing procedure where staff of the Group can raise in confidence concerns on possible. improprieties relating to accounting financial reporting internal controls and auditing matters Under these procedures arrangements. are in place for independent investigation of such matters raised and for appropriate follow up action to be taken In relation to. whistle blowing by non employees the whistle blower may report any impropriety and or concern in writing to the CFO or the. AC at the registered office address of the Company . PRINCIPLE 13 INTERNAL AUDIT, The Board has approved the outsourcing of the Company s internal audit function as they are of the view that the current size. and scope of the Group s operations does not warrant having internal audit function within the organization Boardroom Business. Solutions Pte Ltd Boardroom has been appointed to perform risk assessment and conducts review to assess the adequacy and. effectiveness of the Group s internal controls The AC reviews and endorses the internal audit plan and the internal audit reports. which include the audit findings and recommendations of the internal auditors and management s responses to such findings Any. material non compliance or failures in the internal audit function and the recommendations for improvements are reported to the. AC The AC also reviews the progress of any corrective preventive or improvement measures as required . The AC is satisfied that Boardroom has the appropriate resource to discharge its duties effectively as the staff assigned are members. of the Institute of Internal Auditors and adhere to standards set by nationally recognized professional bodies For the financial. year ended 30 June 2017 the AC is satisfied that the internal audit function is adequate and effective . PRINCIPLE 14 SHAREHOLDER RIGHTS, The Group is committed to treat all shareholders fairly and equitably The Group recognizes protects and facilitates the exercise. of shareholders rights and continually reviews and updates such governance arrangements . The Company ensures that there is adequate timely and sufficient information pertaining to changes in the Group s business which. could be likely to materially affect the share price or value . The Company ensures that shareholders have the opportunity to participate effectively and vote at the general meetings Shareholders. are also informed of the rules including voting procedures that govern the general meetings . PRINCIPLE 15 COMMUNICATION WITH SHAREHOLDERS, The Company announces its quarterly and full year results within the regulatory periods Material and price sensitive information.
is publicly released via SGXNET on a timely basis All shareholders of the Company receive the annual report of the Company. and the notice of the Annual General Meeting for which a notice is also advertised in the press and released via SGXNET . Shareholders and investors can access information on the Company at its website at www creative com which provides inter alia . corporate announcements press releases and the latest financial results as disclosed by the Company on SGXNET From time to. time the Company holds briefings with analysts and the media to coincide with the release of the Group s results Shareholders. may also seek clarification on investor related issues by email provided in the Company s website at www creative com .


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