ANNUAL REPORT 2016 - SAICSAANNUAL REPORT 2016 Good Governance Across Boards 149 Rochor Road #04-05...

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ANNUAL REPORT 2016 Good Governance Across Boards 149 Rochor Road #04-05 Fu Lu Shou Complex Singapore 188425 Tel No.: 6334 4302 Fax No.: 6334 4669  

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ANNUAL REPORT 2016 Good Governance Across Boards

149 Rochor Road #04-05 Fu Lu Shou Complex Singapore 188425 Tel No.: 6334 4302 Fax No.: 6334 4669

 

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ANNUAL REPORT 2016 CHARTERED SECRETARIES INSTITUTE OF SINGAPORE

Contents Page 

Chairman’s Message  3 

Council Members 6 

Ac vi es  

Advocacy & Research 12 

Interna onal Alliances 17 

Members & Students  20 

Audited Financial Statements for the year ended  

31 December 2016 27 

No ce of AGM  28 

Nomina on Form  30 

Upcoming Events in 2017  10 

Key Events in 2016  9 

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE ANNUAL REPORT 2016

CHAIRMAN’S MESSAGE Dear members,

A significant Year in 2016 – New Name – New Horizons

Singapore knows 2016 as a year of significant for Joseph Schooling’s Olympic goal for the 100m butterfly. For us, it has been significant because we have become the Chartered Secretaries Institute of Singapore (The Institute/CSIS). It is membership of CSIS which is reflected in thegovernment regulations.

It is more than a name change. It is a name that you, our members, chose. We are all members of the profession, Singapore Chartered Secretaries. It is significant as it marks a newbeginning. It reflects members’ desire to build up the profession in Singapore and the region.

New horizons - Pressing ahead

Hence, in 2017, we will extend our presence locally and internationally.

You will notice that our Institute has initiated some new projects this year, all designed to create value for our members, stakeholders and the community at large.

At the home front, CSIS continues to promote the profession of the chartered secretary through the following key events in 2017:

Q1 The introduction of e-learning courses with a range of topics on compliance,governance and risk within the local and global jurisdictions.

In collaboration with ACRA, we launch the CSIS Fundamentals of Corporate Secretarial Practice with hands-on BizFile+ training.

Q2 The 2nd CSPs Conference 2017

Q3 The Charity Compliance and Governance Conference 2017

In addition to the above, CSIS will continue to offer the risk management workshops for the non-profit sector.

To provide greater flexibility for member’s participation in the Institute’s activities, there are plans to offer updates and developments on topical issues via webinars.

These activities we plan are built on what we have in 2016.

Inaugural Corporate Service Providers (CSPs) Conference 2016

31 May 2016

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In 2016, CSIS collaborated with the regulatory authorities in the following events held namely:

1. Company Law Update 2016 Forum2. The Inaugural CSPs Conference3. What CSPs need to learn about Competition Law in Singapore?4. Risk Management Workshops for NPOs5. Corporate Tax Reporting Season – What you need to know?6. Listed issuers AGM scheduling7. Findings on typologies and indicators for AML/CTF trending for CSPs as

developed for The Inaugural CSPs Conference

At the international level, I am pleased to report on the following:

a. ASEAN Corporate Secretaries Associations Network (ACSAN)

CSIS initiated the formation of a network of ASEAN corporate secretariesassociations comprising:

Indonesia Company Secretary Association (ICSA); Chartered Secretaries Malaysia (MAICSA); Chartered Secretaries Institute of Singapore (CSIS); and Thailand Listed Company Secretaries (TLCS).

b. The Institute of Chartered Secretaries & Administrators (ICSA)

CSIS has a Committee for Singapore (CFS) which represents the SingaporeDivision of ICSA and it was tasked to manage ICSA members, graduates andstudents residing in Singapore. In 2017, there would be changes to the Charter andByelaws, as well as a new qualifying examination scheme.

You will find more information in the Activities and International Alliance sections of the Annual Report.

Engaging membership

We need an engaged membership. CSIS cannot achieve its agenda without members’ active participation and support in our events and projects to advance our cause.

I urge you to respond when approached and your contributions will go a long way in raising greater profile of this profession.

CSIS will also be embarking on building capabilities for the corporate service providers (CSPs) regime so as to raise the proficiency and professionalism of this industry.

Challenges ahead

The external environment is changing extremely rapidly. The regulatory and operatingenvironment is becoming increasingly complex, and consequently the bar (professional standards and expectations) is rising for chartered secretaries.

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE ANNUAL REPORT 2016

Our members need to meet this challenge. On our part, CSIS and the Secretariat need to be continually upgrading the support we provide to members so that they are well prepared for the changes ahead.

To remain relevant and to thrive in the changing environment, our Institute needs to be acutely aware of the trends affecting the business environment and the profession globally.

Hence, CSIS contributes to the wider debate on issues relevant to governance and corporate secretarial practice. This means not only contributing to regulatory submissions locally here in Singapore, but also adding to the global debate through our advocacy, research and close ties with our stakeholders overseas.

The effectiveness of our members in their work does not only depend on their own knowledge and skills – just as important is the expectations of their role among other key stakeholders (in particular directors, senior managers, regulators, other professionals and shareholders).

The message we are promoting is – a properly qualified and well respected Chartered Secretary creates enormous value for an organisation. He or she not only ensures that the board functions effectively, but also acts as an early warning system – flagging up potential compliance and governance risks for the attention of the board and guiding board discussions with advice where needed. This is a highly valuable commodity in today’s complex and often unforgiving business environment.

In conclusion,

This report serves to update you on our progress towards our strategic goals in 2016. A review of the key metrics demonstrates that our Institute is in good health financially and operationally. For the financial year ended 31 December 2016, there was an operating surplus of S$441,113 before tax (Y2015: S$309,295) and a healthy cash flow of S$1,846,524 (Y2015: S$1,249,633) - which means that we have the financial resources to follow through on our plans. Moreover, we will be able to further enhance our member support services, as well as our advocacy and research work in the coming year.

I would like to thank my fellow council members, the secretariat team, members of the task forces and other volunteer members, for their commitment, contribution and continual support over the past year.

I would also like to thank the regulators, relevant government departments and our fellow professional bodies and business partners for their immense support and contribution. The progress described by this report was achieved as a result of your dedicated contributions to the profession.

I look forward to working with you, and indeed all our stakeholders, to take forward our work locally, regionally and internationally in the year ahead.

Tan Wee Liang FCS, FCIS Chairman

Dated this 10th day of March 2017

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ANNUAL REPORT 2016 CHARTERED SECRETARIES INSTITUTE OF SINGAPORE

COUNCIL MEMBERS

Name CSIS Council 2015/2016

Committee for Singapore 2014/5-2016/7

1 *Dr Tan Wee Liang FCS, FCIS Chairman Chairman

2 Mr Nathaniel C.V. ACS, ACIS Vice Chairman -

3 Ms Chiang Chai Foong FCS, FCIS Secretary Secretary

4 Mr Teo Soon Hock FCS, FCIS Treasurer Treasurer

5 Mr Lawrence Kwan FCS, FCIS Immediate Past Chairman Member

6 Mr Loh How Yee FCS, FCIS Member Member

7 Mr Kaka Singh FCS, FCIS Member Member

8 Mr David Tan Wee Kok FCS, FCIS Member Member

9 Mr Simon Tay Chian Yeow FCS, FCIS Member Member

10 Ms Audrey Thiam ACS, ACIS Member -

*Dr Tan Wee Liang is the Singapore Representative to the ICSA International Council.

5 10 8 7 6 9

4 2 1 3

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The CSIS Council is pleased to submit its Report together with the audited financial statements for the financial year ended 31 December 2016:

1 CSIS Profile

Chartered Secretaries Institute of Singapore (CSIS) is a non-profit professional institute registered with the Registry of Societies.

We promote effective governance and administration of organisations in the corporate and not-for-profit sectors. As such, we set the professional standards for Singapore Chartered Secretaries and governance professionals. CSIS provides training and ensure that our members observe our code of ethics and professional conduct.

CSIS advocates timely compliance and good governance in the corporate and not-for-profit sectors. It strongly advocates good practices and thought leadership through guidance and education to create awareness for high standards of governance in the above mentioned sectors.

Its membership comprised principally of chartered secretaries and interest groups namely company secretaries, governance professionals and business executives in governance, ethics and compliance functions at public, private and not-for-profit organisations.

Members are responsible for supporting their board of directors and executive management in matters such as board practices, compliance, regulation and legal matters, shareholder relations and subsidiary management. CSIS is an authoritative voice on matters affecting the status and conduct of its members.

CSIS seeks to be a positive force for responsible corporate governance, providing news, research and "best practices" advice and providing professional development and education through seminars and conferences.

This commitment to disseminate knowledge ensures that members receiving continual flow of up-to-date information as part of a career-long professional development process.

2.

3. Strategic Objectives

The key strategic objectives are as follows:

To uphold high competency standards of chartered secretaries through continuingprofessional education;

To remain relevant not only to our members but to the broader community involved in developing governance and compliance practices in organisations, be they in the private, public or not-for-profit sectors;

THE CSIS COUNCIL’S REPORT

Principal Place of Business

Its registered office and principal place of operations is at 149 Rochor Road, #04-05Fu Lu Shou Complex, Singapore 188425.

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To achieve increased member admissions and higher member retention without compromising international standards and the value of membership; and

To enhance the profile and standing of CSIS in the community.

4 Principal Activities

CSIS, being the qualifying and professional body for Chartered Secretaries in Singapore, it

Sets the admission criteria to members;

Provides training and career development to members to ensure they exercisetheir duties and role with professionalism;

Ensures that members comply with the professional code of ethics and conduct;

Plays an integral role in the development of regulatory policy in Singapore via oursubmissions on legislative initiatives; and

Is a thought leader on issues pertaining to compliance and governance.

5 CSIS Governance Structure

5.1 CSIS Council

CSIS is managed by a Council comprising members elected by and from members.

Members of the CSIS Council as at the date of this report are as follows:

Chairman Dr Tan Wee Liang FCS, FCIS Vice Chairman Mr Nathaniel C.V. ACS, ACIS Secretary Ms Chiang Chai Foong FCS, FCIS Treasurer Mr Teo Soon Hock FCS, FCIS

Immediate Past Chairman Mr Lawrence Kwan FCS, FCIS Members Mr Loh How Yee FCS, FCIS

Mr Kaka Singh FCS, FCIS Mr David Tan Wee Kok FCS, FCIS Mr Simon Tay Chian Yeow FCS, FCIS Ms Audrey Thiam ACS, ACIS

5.2 CSIS Board of Trustees

The following members are on the CSIS Board of Trustees:

a. Mr Chew Yuen Heng FCS, FCIS,b. Mr Philip Loong FCS, FCIS andc. Mr Siew Boon Him FCS, FCIS.

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5.3 CSIS Taskforces

The following taskforces are responsible for promoting and enhancing the profile of the profession of Chartered Secretary:

i. Corporate Compliance Advocacy TaskforceChairpersons – Mr Nathaniel C.V. FCS, FCIS and Ms Chiang Chai Foong FCS, FCIS

ii. Corporate Governance Advocacy and Research TaskforceChairperson – Mr Lawrence Kwan FCS, FCIS

iii. NPO Governance Advocacy and Research TaskforceChairperson – Dr Tan Wee Liang FCS, FCIS

The terms of reference of these subcommittees include:

Establishing and maintaining contact with governmental and regulatory bodies topromote CSIS and the Chartered Secretary profession;

Editorial responsibility for CSIS published materials; Responding to consultations conducted by the government and regulatory

authorities; and Conducting research on the profit and non-profit sectors.

6. Activities

During the year, the following key events were held:

6.1 The Inaugural CSPs Conference 2016: A New Era for CSPs – Navigating New Waters

Jointly organised by CSIS and ACRA, this inaugural conference for corporate services providers (CSPs) brings together the regulators, industry leaders and experts to discuss key changes in the CSP landscape and what lies ahead for the sector.

The highlights of the conference were:-

the presentation of the findings from an industry wide survey on CSPs,

the sharing of operational insights from industry practitioners on the new CSP regime,

updates on

ACRA’s compliance review and inspection methodologies and key observations from completed reviews and inspections;

Anti-Money Laundering and Countering the Financing of Terrorism (AML/ CFT) and warning signs for the CSP industry; and

The new Companies Act requirements and its impacts.

Activities– Key Events in 2016

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6.2 Risk Management for Non-Profit Organisations (NPOs)

CSIS collaborated with the Charities Unit and Ministry of Community, Culture and Youth (MCCY) to run two (2) workshops of risk management for the not-for-profit sector.

These workshops:

identified the kinds of situations requiring NPOs to manage their risks and to review their approaches on decision-making; and

offered a conceptual framework NPOs can use to develop a more sophisticated and practical approach to their risk-management decisions.

6.3 Seminar: What CSPs need to learn about Competition Law in Singapore?

Representatives from the Competition Commission of Singapore (CCS) shared first-hand experiences in this area of law.

Participants gained a practical understanding of Singapore’s competition law through case studies based on actual cases handled by CCS with a hypothetical exercise.

Corporate Tax

CSIS worked closely with the Corporate Tax Division of the Inland Revenue Authority of Singapore (IRAS) to update members on the latest updates and reminders such as “Corporate Tax Season: All you need to know”.

6.4 Typologies and Indicators of Money Laundering and Terrorist Financing

CSIS developed together with the Suspicious Transaction Reporting Office (STRO) and the Accounting & Corporate Regulatory Authority (ACRA) the Typologies and Indicators of Money Laundering and Terrorist Financing. The findings were presented at The Inaugural CSPs Conference.

6.5 What is in store for 2017?

6.5.1 Key conferences

The 2nd CSPs Conference 2017 and The Charity Compliance and Governance Conference 2017 would take place in second and third quarters of 2017.

Activities– Upcoming Events in 2017

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6.5.2 e-Learning Y2017

CSIS has launched the e-learning courses in Q1 of 2017 in a collaboration with Thomson Reuters. The courses aim to provide online training for representatives of registered filing agents, qualified individuals and compliance officers to keep themselves updated and abreast on the following:

6.5.3 Seminars and Workshops

Fundamentals of Corporate Secretarial Practice (FCSP) Training Y2017

CSIS is collaborating with ACRA to provide a half-day hands-on training session on the lodgement of transactions using BizFile+. This training forms a component of the Fundamental of Corporate Secretarial Practice (FCSP) course.

The FCSP course is specially designed for existing and aspiring corporate secretarial personnel. The course aims to familiarise participants with essential corporate secretarial practices, based on the prevailing legislations of Singapore and ACRA’s regulations.

The course has two (2) components namely:

Face-to-face classroom sessions are conducted at the CSIS premises; and The Hands-on Bizfile+ training session will be held at ACRA premises.

AML Training Y2017 Seminar: Financial Crimes Understanding Money Laundering, Terrorist Financing and Sanctions

Money laundering and terrorism financing typologies have identified the CSPs sector to have a high level of risk. This training is intended for CSPs to be acutely aware of the statutory obligations and to mitigate these risks.

Bribery and Corruption (Asia Pacific)

Financial Crime (Asia Pacific)

Fraud Awareness (Global)

Market Conduct (Global)

Insider Trading – Game based simulation

Information Security Awareness (Singapore)

Personal Data Protection Act (Singapore)

Conflicts of Interest (Global)

Conflicts of Interest – Game based simulation

Introduction to Foreign Account Tax Compliance Act (FATCA)

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Workshop: Risk Management for NPOs

Owing to overwhelming demand, CSIS will conduct four workshops on Risk Management in 2017. The workshops are specially designed to meet the training needs for board members, managers and executives of the non-profit sector.

7 Advocacy & Research

7.1 GEMS (Governance Evaluation of Medium & Small Caps) Research

GEMS, or Governance Evaluation for Mid and Small Caps, was launched in April 2014 to address concerns that existing corporate governance methodologies were not suitable for SMEs, such as regulatory risk.

CSIS, SIAS and Handshakes collaborated further to enhance the scorecard developed by a group of NUS Accountancy students supervised by Professor Mak Yuen Teen.

GEMS covers companies listed on either the Mainboard or Catalist of the Singapore Stock Exchange (SGX) and have market capitalisation of S$500 million or less. It excludes companies which are secondarily listed on SGX, real estate investment trusts (REITs) and business trusts (BTs) because they are subject to different regulatory frameworks.

Companies are assessed on the following six (6) categories:-

After the companies have been scored by CSIS, the scores were reviewed by the GEMS Advisory Panel comprising:-

Professor Mak Yuen Teen - Advisor  Mr Lawrence Kwan FCS, FCIS - CSIS 

Mr David Gerald - SIAS 

Mr Daryl Neo - Handshakes

S/N Description Weightage

1 Ownership 15%

2 Board and Management 30%

3 Remuneration and Interested Person Transaction Risks 15%

4 Quality of Financial Reporting and Internal Control 15%

5 Shareholder Rights and Communication 15%

6 Regulatory Risk 10%

Bonus + 20%

Penalty - 89%

Advocacy & Research

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Mr Sim Guan Seng - Baker Tilly TFW Ms Joyce Fong - HSBC Mr R Sivanathy - Business Times Mr Ang Hao Yao - Private investor Mr Vincent Chen - Private investor

The GEMS press release and some key highlights was reported in the Business Times on 30 December 2016.

“Independent directors with more than nine years tenure will continue to grow as more listed SMEs mature. Should companies relook at the independence of each independent director with a new set of guidance to their Nominating Committee for a more stringent and comprehensive robust assessment? It is hoped that those in charge of governance will consider using this GEMS scorecard as a means to monitor and track the corporate governance practices in their respective entity with an aim to raise the bar of good practices.”

Mr Lawrence Kwan FCS, FCIS, Chairperson, CSIS Corporate Governance and Advocacy Taskforce

“Corporate governance is a journey and from this year’s results of the GEMS research, it definitely highlights the need to continue to push boundaries to improve corporate governance standards among our SMEs. To this end, SIAS has also embarked on its analysis of annual reports and posing a minimum of 3 questions on the annual report. This is to improve the quality of annual general meetings by raising relevant questions specific to the company. This exercise also helps focus discussions at shareholder meetings and help companies to provide better accountability to shareholders. 200 companies will be reviewed in the first year.”

Mr David Gerald, President and CEO, SIAS

“To the best of our knowledge, GEMS remains the only scorecard in the world that is designed specifically to rate the governance of listed SMEs. Given the importance of SMEs to the growth in our market and in the region, it is important that SMEs focus on areas of governance that are important for them to create long-term sustainable value. It is encouraging to see some of our SMEs faring well on GEMS but many others can do much better. While we have continued this year to only highlight the top performers, we will eventually publish the entire ranking from the best to the worst. I hope to see other initiatives, including those that leverage on GEMS, that encourages and incentivises listed SMEs to raise their governance standards.”

Professor Mak Yuen Teen, NUS Business School

In the coming year, the team would be looking at reviewing the scorecard to ensure that the corporate governance indicators used remain relevant and robust in light of the ever-changing corporate governance landscape, compliance and regulatory requirements.

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7.2 CSIS Annual General Meeting (AGM) Calendar

CSIS and Singapore Exchange (SGX) launched its online AGM calendar in March 2016 for public listed companies to indicate their AGM dates.

This initiative was in response to feedback that a large number of AGMs were clustered around the final week of April. If AGMs could be more evenly spread throughout April, shareholders would be able to attend more AGMs and exercise their shareholder rights.

The clustering of AGMs is a common trend across ASEAN countries and in most global markets. This arises from SGX-listed companies having December financial year end. An estimate of 60% of companies have their financial year end on 31st December. Hence, companies have up to 30th April of the following year to hold their AGMs.

The AGM calendar hosted on the website of CSIS will allow companies to indicate their tentative AGM dates on the calendar and subsequently update the dates upon confirmation of their AGM details or submit their AGM dates once it is confirmed.

Some observations:

Chart 1.1 – A total number of 433 and 438 AGMs were held in April of 2015 and 2016 respectively.

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Chart 1.2 – AGMs held on final week of April 2015 and 2016

Out of the 433 AGMs, 254 AGMs were held on the final week (week 5) of April 2015 and 310 AGMs held in the final week (week 5) of April 2016. This represents an increase of 56 companies (18%) which held their AGMs on the final week of April 2016.

Chart 1.3 – Timing of AGMs held in April 2015 and 2016

About half, or 127 companies, of AGMs were held from 9am to 11am and 57%, or 179 companies, of AGMs were here from 9am to 11am in the final week of April 2015 and 2016 respectively.

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Based on the above statistics (Charts 1.1 to 1.3), it clearly showed that the AGM clustering occurred on the final week of April from 9am to 11am. In order to assist companies to avoid such clustering, listed companies were strongly urged to use this AGM calendar to schedule their AGMs.

“Active shareholder participation is important for our disclosure-based regime and the market to progress. Attending AGMs enables investors to exercise their voting rights, ask questions and clarify concerns with the board and senior management of companies they have invested in. The clustering of AGMs occurs in most global markets and is of great concern to investors. We hope companies will participate in this online calendar so as to aid their investors and the market as a whole.”

Mr Tan Boon Gin, Chief Regulatory Officer, Singapore Exchange (SGX) C.Lim, “Companies begin scheduling AGMs with SGX and CSIS calendar”, Business Times (31st March 2016).

“The goal of this initiative is one that is laudable. Chartered Secretaries Institute of Singapore (CSIS) sees value in allowing investors to participate in AGMs. For this to happen, AGMs should not be clustered together. Shareholders should be able to travel between AGMs. Granted that ensuring AGMs are spread out through the month is difficult to coordinate because of the tasks that have to be completed before AGMs can be organised, this calendar is a worthwhile endeavour. The AGM Calendar, an initiative between SGX and CSIS, is a good start to provide indicative information for companies in their scheduling of AGM.”

Dr Tan Wee Liang, Chairman, Chartered Secretaries Institute of Singapore (CSIS)

7.3 Advocacy

As an independent voice on governance and compliance, CSIS is an active participant in the law regulations reform process. CSIS engages with the regulatory authorities on proposed legislative and regulatory reform and the bodies to which it refers inquiries, and also with the media, to ensure that our members' views are widely disseminated.

CSIS, representing the profession, contributed its views and comments via submissions to regulators on new rules, policies and regulations. CSIS plays an integral role in the development of regulatory policy via submissions on legislative initiatives to regulatory authorities.

Through the support of members, practitioners and professionals, CSIS was able to provide both expert and practical perspectives to the respective regulators, thus making a real contribution to the deliberations and discussions and to exert its influence on outcomes.

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8. International Alliances

During the year under review, the Institute continued its work with key stakeholders onthe international arena and these were:

8.1 The Institute of Chartered Secretaries and Administrators (ICSA)

ICSA is embarking on new strategic directions such as:

a. To broaden the curriculum of its Chartered Secretary qualification to include riskmanagement and governance; and

b. To add a new category of membership for part-qualified individuals.

There would be reforms to ICSA’s Charter and Byelaws to take into consideration of the above changes in 2017.

The ICSA Singapore Division is managed by the Committee for Singapore (CFS), comprising Fellows of ICSA on the CSIS Council. CFS operates under a delegation agreement with ICSA and exercises the following responsibilities of the Council under the ICSA prevailing byelaws pertaining to Divisions as follows;

i. setting the Institute's examinations in its Division;ii. making rules about examinations, and exemptions from them;iii. electing members, admitting Graduates; andiv. all aspects of the Institute's activities in its Division (including responsibility for

assets, liabilities, income and expenditure, and setting subscriptions and otherpayments).

8.2 Corporate Secretaries International Association (CSIA)

CSIA, of which CSIS is a founding member, entered its 7th year of operations in 2016. CSIA would be changing its domicile from Geneva to Hong Kong in 2017.

CSIA presents a single global voice for corporate secretaries and governance professionals that is heard and respected by the international business community as well as by international government agencies such as the World Trade Organisation (WTO), the United Nations (UN), the International Labour Organisation (ILO), the Organisation for Economic Co-operation and Development (OECD), International Financial Centre of the World Bank and many others.

CSIA promotes the values and practices of governance professionals such as qualified Chartered Secretaries, corporate secretaries, company secretaries and board secretaries in order to foster and enhance the environment in which business can be conducted in a fair, profitable and sustainable manner.

In 2016, CSIA published a thought leadership paper on “Ten practical guidelines to improving board communications”.

International Alliances

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8.3 ASEAN Corporate Secretaries Association Network (ACSAN)

Vision To foster closer cooperation and collaboration with corporate secretaries’ organisations within ASEAN.

Mission To be a leader in the profession of corporate secretaries by promoting good corporate governance practices within ASEAN.

The ASEAN Corporate Secretaries Association Network (ACSAN) was formally established in April 2015. ACSAN comprises the following corporate secretaries’ professional organisations which are also the founding members:

a. Indonesia Company Secretaries Association (ICSA);b. Chartered Secretaries Malaysia (MAICSA);c. Chartered Secretaries Institute of Singapore (CSIS);d. Thailand Listed Companies Association (TLCA); ande. Hong Kong Institute of Chartered Secretaries (HKICS) as an observer.

ACSAN aims to promote the profession of corporate secretaries amongst the countries in the realisation of the economic integration of the ASEAN Economic Community.

ACSAN is a strong advocate on good corporate governance practices and a standard setter for quality and timely compliance in the corporate and non-profit sectors. It also seeks to foster closer cooperation and collaboration with stakeholders in the governance eco-system.

The first ACSAN Professional Exchange Programme (PEP) was held in Hong Kong from 13 to 15 October 2016. The aim of the PEP was for corporate secretaries of the member countries to have an understanding of the business landscape and the corporate legislations of Hong Kong. This programme included visits to the Companies Registry (CR), Hong Kong Exchanges and Clearing Limited (HKEX), Hong Kong Business Ethics Development Centre (ICAC) and Hong Kong International Terminals (HIT).

In addition, a roundtable forum was held on the second day, 14 October 2016 of the PEP at Tricor Group, where delegates from Indonesia, Hong Kong, Malaysia, Singapore and Thailand came together for a time of networking as well as to share their expertise and experience on the topic “Shareholder Communication”.

A total of thirty five (35) delegates from the four (4) ASEAN countries, participated in this exchange programme and it was indeed a fruitful and wonderful experience.

Activities in 2017 would include a roundtable forum to be held in April 2017 in Kuala Lumpur, Malaysia as well as a conference in Jakarta, Indonesia in October/November 2017.

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8.4 OECD Asian Corporate Governance Roundtable

The 2016 Asian Roundtable on Corporate Governance took place on 24-25 October 2016 in Seoul, Korea. The Asian Roundtable discussion covered five (5) main themes:

Asian equity markets and access to capital for growth companies The 5-10 year outlook for corporate governance in Asia Public enforcement, behavioural economics and the governance of regulators Company practices regarding disclosure of beneficial ownership and control The role of stock exchanges in promoting corporate governance

CSIS is an active participant at the OECD Asian Corporate Governance Roundtable.

8.5 Asian Corporate Governance Association (ACGA)

The Asian Corporate Governance Association (ACGA) is an independent, non-profit membership organisation dedicated to working with investors, companies and regulators in the implementation of effective corporate governance practices throughout Asia. ACGA was founded in 1999 from a belief that corporate governance is fundamental to the long-term development of Asian economies and capital markets.

ACGA's scope of work covers three (3) areas:

a. ResearchTracking corporate governance developments across twelve (12) markets inAsia Pacific and producing independent analyses of new laws andregulations, investor engagement and corporate practices.

b. AdvocacyEngaging in a constructive dialogue with financial regulators, stock exchanges, institutional investors and companies on practical issues affecting the regulatory environment and the implementation of better corporate governance practices in Asia.

c. EducationOrganising conferences and seminars that foster a deeper understanding ofthe competitive benefits of sound corporate governance and ways toimplement it effectively.

CSIS is a member of ACGA and had participated at its briefing sessions and conferences.

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9 Members

9.1 Continuing Professional Development (CPD)

CSIS is committed to maintaining and enhancing the professionalism of our members. One of CSIS’ primary function is to ensure that members are properly equipped to fulfil their duties to high standards of professionalism and ethics so as to cultivate a continuous learning culture .

In recent years, there was growing interest in CPD programmes offered by CSIS from other professions and directors.

The CSIS CPD programme is designed to keep members updated in all relevant areas of corporate compliance and governance practices as well as for members to maintain, improve and broaden their knowledge and skills and to develop qualities which are of importance for chartered secretaries to excel at their workplace.

The CPD programme focuses on six (6) core competency areas namely:-

i. Professional Integrityii. Governance and Complianceiii. Personal Effectivenessiv. Business Acumenv. Performance Managementvi. Innovation and Change

In addition, CSIS also organised events to keep members updated on trends and developments in legislations and regulations by collaborating with regulatory authorities.

9.2 Members’ post nominals

CSIS would issue post nominals FCS for Fellows and ACS for Associates. As of 2017, members who had paid their subscription would be issued the CSIS membership certificates.

Members who are Practicing Chartered Secretaries (PCS) would be issued with a new practising certificate.

9.3 Code of Professional Ethics and Conduct

Ensuring that members comply with the highest standards of professional conduct is crucial for CSIS and its membership. CSIS holds a serious view on complaints received against members and is obligated to make sure its members uphold regulations and compliance in a professional manner.

Members are reminded to observe the CSIS Code of Professional Ethics and Conduct. Members must comply with the highest standards of professional conduct as Chartered Secretaries. Practising Chartered Secretaries are bound to observe the regulations on the code of conduct for public practice and management of clients’ accounts in relation to their provision of professional services in business advisory and management consultancy.

Members & Students

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Moreover, the CSIS disciplinary bodies ensure that members comply with the CSIS Code of Professional Ethics and Conduct.

The following are responsible for disciplinary matters:

i. The Investigation Group- Decides whether there is a prima facie case to carry forward and the

charge/charges to be heard.

ii. The Disciplinary Tribunal- Decides whether a case is proven or not and also decides the penalty.

iii. The Appeal Tribunal- Decides whether to hear an appeal and the outcome of an appeal.

As part of the disciplinary investigation process, the above would take into account of members’ CPD records and whether there is any breach of the CSIS Code of Professional Ethics and Conduct.

9.4 Members’ engagement activities

CSIS had organised several social activities for members in the second half of 2016 such as the one-day Durian Trip to Tangkak, Malaysia, as well as the Pineapple Tarts Baking Class in January 2017.

CSIS aimed to organise soft-skills activities in 2017 to engage members outside their workplace.

9.5 Website and membership portal

The new CSIS website, currently being developed, would likely to be ready by Q2 of 2017.

CSIS would also be developing its membership portal so that members could update changes on their employment status, as well as to keep track of their Continuing Professional Education (CPE) records.

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9.6 Membership Statistics as at 31 December 2016

a. The chart below shows the age distribution of members.

b. The chart below shows the gender distribution of members.

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c. The chart below shows the segmentation of members' employment

d. The chart below shows the segmentation of members' job activities

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10 Students

Having a professional qualification would greatly enhance an individual’s career progression in the corporate and not-for-profit sectors. He or she would have gained the additional skill-sets and knowledge and also be part of the chartered secretaries’ extensive network.

The ICSA International Qualifying Scheme (IQS) provides an express route for graduates of accountancy and law or master degree holders. The IQS curriculum was designed to equip individuals with knowledge in areas of compliance, finance and governance – key fundamentals to management in the current economy.

The demand for chartered secretaries was encouraging. However, the increase in the student enrolment was still insufficient to meet the demand especially from the corporate services providers, listed companies, accounting and legal firms and the not-for-profit sector.

10.1 Statistics

a. The chart below shows the number of new students enrolled in the IQSprogramme over the past five years:

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b. The chart below shows the number of graduates who had successfullypassed the IQS Programme over the past five years:

10.2 Convocation

A key milestone for students in the IQS programme would be the Convocation Ceremony to celebrate their dedication, perseverance and achievements. This joyous occasion would be shared by graduates with their family and loved ones.

<<< End of report >>>

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THIS PAGE IS INTENTIONALLY LEFT BLANK

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE

REPORT AND FINANCIAL STATEMENTS

C O N T E N T S PAGE

Statement by the Council 1

Independent Auditor’s Report 2 – 4

Statement of Financial Position 5

Statement of Comprehensive Income 6 – 7

Statement of Changes in Funds 8

Statement of Cash Flows 9

Notes to the Financial Statements 10 – 28

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1

CHARTERED SECRETARIES INSTITUTE OF SINGAPORE STATEMENT BY THE COUNCIL On behalf of the Council of Chartered Secretaries Institute of Singapore (the “Institute”), we, Prof Tan

Wee Liang and Nathaniel C. Vanniasingham, being the Chairman and Vice Chairman respectively, do

hereby state that in our opinion, the financial statements of the Institute set out on pages 5 to 28 are

properly drawn up in accordance with the Singapore Financial Reporting Standards and the Societies

Act so as to present fairly, in all material respects, the state of affairs of the Institute as at 31 December

2016 and of its results, changes in funds and cash flows of the Institute for the financial year ended on

that date.

Prof Tan Wee Liang Nathaniel C. Vanniasingham Chairman Vice Chairman Singapore 15 February 2017

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CHARTERED SECRETARIES INSTITUTE OF SINGAPORE

(Registered under the Societies Act, Chapter 311) Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Chartered Secretaries Institute of Singapore (the “Institute”), which comprise the statement of financial position as at 31 December 2016, and the statement of comprehensive income, statement of changes in funds and statement of cash flows of the Institute for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements are properly drawn up in accordance with the provisions of the Societies Act, Chapter 311 (the Act) and Financial Reporting Standards in Singapore (FRSs) so as to present fairly, in all material respects, the state of affairs of the Institute as at 31 December 2016 and the results, changes in funds and cash flows of the Institute for the year ended on that date. Basis for Opinion We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Institute in accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Responsibilities of Management and the Council for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with the provisions of the Act and FRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Institute’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Institute or to cease operations, or has no realistic alternative but to do so. The Council’s responsibilities include overseeing the Institute’s financial reporting process.

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Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: ● Identify and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

● Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Institute’s internal control.

● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management. ● Conclude on the appropriateness of management’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Institute’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Institute to cease to continue as a going concern.

● Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the Council regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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Report on Other Legal and Regulatory Requirements In our opinion, the accounting and other records required by the Regulations enacted under the Act to be kept by the Institute have been properly kept in accordance with the provisions of the Regulations. C. C. YANG & CO. Public Accountants And Chartered Accountants Singapore 15 February 2017

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016

2 0 1 6 2 0 1 5 Note $ $ ASSETS Current Assets Trade and other receivables 3 38,662 45,152 Prepayments 2,219 6,440 Cash and cash equivalents 1,846,524 1,249,633 Total Current Assets 1,887,405 1,301,225 Non-Current Assets Property and equipment 4 1,972,776 2,046,674 Total Non-Current Assets 1,972,776 2,046,674 Total Assets 3,860,181 3,347,899 LIABILITIES AND FUNDS Current Liabilities Fees received in advance 5 407,802 309,411 Trade payables and accrued liabilities 6 23,728 27,482 Income tax payable 46,019 23,545 Total Current Liabilities 477,549 360,438 Non-Current Liabilities Deferred tax liabilities 7 3,428 4,400 Total Non-Current Liabilities 3,428 4,400 Funds Accumulated fund 8 3,379,204 2,983,061 Building fund 9 - - Total Funds 3,379,204 2,983,061 Total Liabilities and Funds 3,860,181 3,347,899 See accompanying notes to financial statements

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2016

2 0 1 6 2 0 1 5 Note $ $ INCOME

Examination fees 216,650 211,650 Interest from autosave account 249 248 Practising certificate fees 31,920 25,200 Subscriptions 463,720 438,734 Students’ fees 272,205 270,890 Sundry receipts – election fees 14,496 13,090 Training courses and seminar fees, net 11 175,045 41,656 Facilities management fee 98,950 99,400 Others 30,062 39,242

1,303,297 1,140,110 Less: Administrative Expenses Audit fees 3,500 3,500 Bad debts written off – trade 10,786 7,880 Bank charges 678 637 Courier charges 2,835 3,737 Insurance 10,442 6,656 Library expenses 403 89 Medical fees 208 365 NETS transaction fees 5,255 5,008 Postages 4,369 5,809 Printing and stationery 16,216 12,010 Rental of office equipment 33,319 30,756 Storage charges 7,280 7,133 Subscription 29,497 26,505 Sundry expenses 13,567 7,896 Telephone and telefax 9,723 11,199 Transport 2,490 2,464 150,568 131,644 Personal Expenses Salaries and bonuses 300,006 295,695 CPF contributions 40,762 36,950 Staff training 694 - 341,462 332,645 Occupancy Expenses Property tax 16,040 16,040 Utilities 6,084 6,001 22,124 22,041

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2016

2 0 1 6 2 0 1 5 Note $ $ Maintenance Expenses Air-conditioners 3,002 2,112 Management fee 17,088 17,088 Computers 4,771 6,079 Office equipment 2,010 1,856 Office premises 3,746 2,039 Depreciation 4 76,218 81,026 106,835 110,200 Meeting Expenses AGM/EGM 3,208 4,271 Overseas meetings 66,521 41,976 Committees 489 2,870 70,218 49,117 Other Expenses Term loan interest - 1,969 Career fair - 12,402 EDCA & ICSA examinations 116,188 110,752 Donations 6,900 6,200 GEMS project 14,749 12,273 Legal fee 7,763 - 145,600 143,596 Service charge levied by ICSA (UK) 25,376 42,572 Total expenditure 862,183 831,815 Surplus for the year before income tax 441,114 308,295 Income tax expense 12 ( 44,971) ( 22,088) Total comprehensive income 396,143 286,207 See accompanying notes to financial statements

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE STATEMENT OF CHANGES IN FUNDS FOR THE YEAR ENDED 31 DECEMBER 2016 Accumulated Building Fund Fund Total $ $ $ Balance at 1 January 2016 2,983,061 - 2,983,061 Total comprehensive income for the year 396,143 - 396,143 Balance at 31 December 2016 3,379,204 - 3,379,204 Balance at 1 January 2015 1,727,352 969,502 2,696,854 Transfer of building fund to accumulated fund 969,502 ( 969,502) - Total comprehensive income for the year 286,207 - 286,207 Balance at 31 December 2015 2,983,061 - 2,983,061 See accompanying notes to financial statements

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2016

2 0 1 6 2 0 1 5 $ $ Cash Flows From Operating Activities Surplus for the year before income tax 441,114 308,295 Adjustments for: Depreciation 76,218 81,026 Interest income ( 249) ( 248) Interest expense - 1,969 Operating surplus before working capital changes 517,083 391,042 Trade and other receivables 6,490 ( 21,402) Prepayments 4,221 1,848 Fees received in advance 98,391 9,470 Trade payables and accrued liabilities ( 3,754) ( 51,722) Cash flows generated from operations 622,431 329,236 Interest received 249 248 Interest paid - ( 1,969) Income tax paid ( 23,469) ( 29,015) Net cash flows generated from operating activities 599,211 298,500 Cash Flows From Investing Activities Purchase of property and equipment ( 2,320) ( 4,843) Net cash flows used in investing activities ( 2,320) ( 4,843) Cash Flows From Financing Activities Repayment of loan - ( 114,351) Net cash flows used in financing activities - ( 114,351) Net increase in cash and cash equivalents 596,891 179,306 Cash and cash equivalents at beginning of year 1,249,633 1,070,327 Cash and cash equivalents at end of year 1,846,524 1,249,633 See accompanying notes to financial statements

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE NOTES TO THE FINANCIAL STATEMENTS 31 DECEMBER 2016 These notes form an integral part of and should be read in conjunction with the accompanying financial statements. 1. GENERAL INFORMATION The Institute is registered in Singapore under the Societies Act. The registered office and

principal place of business is located at 149 Rochor Road, #04-05 Fu Lu Shou Complex Singapore 188425. The Institute is domiciled in Singapore.

The financial statements were approved and authorised for issue to the members by the

Council on 15 February 2017. The principal objects of the Institute are to promote any scheme, to organise meetings,

lectures and social contacts in the interests of the members, graduates and registered students.

The constitution of the Institute restricts the use of fund monies to the furtherance of the objects of the Institute. It prohibits the payment of dividends to members. In the event of the Institute being dissolved, it shall be dissolved with the consent of at least 75% of all voting members residing in Singapore expressed in person or by proxy at a special general meeting. All debts and liabilities legally incurred on its behalf shall be fully discharged, and the remaining funds shall be distributed according to the instructions determined at the general meeting.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation The financial statements of the Institute have been prepared in accordance with the Singapore Financial Reporting Standards (FRS) and the Societies Act. The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below. Functional currency The Council has determined the currency of the primary economic environment in which the Institute operates i.e. functional currency, to be the Singapore dollars. Billings and major costs of services including major operating expenses are denominated and settled in Singapore dollars.

The financial statements are presented in Singapore dollars.

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.2 Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year except in the current financial year, the Institute has adopted all the new and revised financial reporting standards (FRS) that are relevant to its operations and effective for annual financial periods beginning on or after 1 January 2016. The adoption of these standards did not have any effect on the financial performance or position of the Institute.

2.3 Financial Reporting Standards issued but not yet effective

The Institute has not adopted the following standards and interpretations that have been issued but are only effective for annual financial periods beginning on or after the respective dates.

Effective 1 January 2017

Amendments to FRS 7 Disclosure Initiative Amendments to FRS 12 Recognition of Deferred Tax Assets for

Unrealised Losses

Effective 1 January 2018

FRS 109 Financial Instruments FRS 115 Revenue from Contracts with Customers Amendments to FRS 40 Transfers of Investment Property Amendments to FRS 102 Classification and Measurement of

Share-based Payment Transactions Amendments to FRS 115 Clarifications to FRS 115 Revenue from

Contracts with Customers INT FRS 122 Foreign Currency Transactions and

Advance Consideration

Effective 1 January 2019

FRS 116 Leases

Except for FRS 109, FRS 115 and FRS 116, the Council expects that the adoption of the other standards above will have no material impact on the financial statements in the period of initial application. The nature of the impending changes in accounting policy on adoption of FRS 109, FRS 115 and FRS 116 is described below.

FRS 109 Financial Instruments

FRS 109 was introduced to replace FRS 39 Financial Instruments: Recognition and Measurement. FRS 109 changes the classification and measurement requirements for financial assets and liabilities, and also introduces a three-stage impairment model that will impair financial assets based on expected losses regardless of whether objective indicators of impairment have occurred. This standard also provides a simplified hedge accounting model that will align more closely with the entity’s risk management strategies. The Council is currently evaluating the impact of FRS 109 on the financial statements.

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.3 Financial Reporting Standards issued but not yet effective (Cont’d)

FRS 115 Revenue from Contracts with Customers FRS 115 is a new standard which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. FRS 115 will supersede the current revenue recognition guidance including FRS 18 Revenue, FRS 11 Construction Contracts, and the related interpretations when it becomes effective. The core principle of FRS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under FRS 115, an entity recognises revenue when a performance obligation is satisfied, i.e. when control of the goods or services underlying the particular performance obligation is transferred to the customer. FRS 115 also includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. The Council is currently evaluating the impact of FRS 115 on the financial statements. FRS 116 Leases FRS 116 supersedes FRS 17 Leases and introduces a new single lease accounting model which eliminates the current distinction between operating and finance leases for lessees. FRS 116 requires lessees to recognise right-of-use assets and lease liabilities for all leases with a term of more than 12 months, except where the underlying asset is of low value. The right-of-use asset is depreciated and interest expense is recognised on the lease liability. The accounting requirements for lessors have not been changed substantially, and continue to be based on classification as operating and finance leases. Disclosure requirements have been enhanced for both lessors and lessees. The Council is currently assessing the impact of FRS 116 on the financial statements.

2.4 Property and equipment All items of property and equipment are initially recorded at cost. Subsequent to recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. The cost of an item of property and equipment initially recognised includes its purchase price, projected costs of dismantlement, removal or restoration, gains or losses on qualifying cash flow hedges and any other costs that are directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by the Institute. Subsequent expenditure relating to property and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Institute and the cost of the item can be measured reliably. Other subsequent expenditure is recognised as repair and maintenance expense in the profit or loss during the financial year in which it is incurred.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.4 Property and equipment (Cont’d)

Depreciation is computed on the straight-line method to write off the cost of property and equipment over the estimated useful lives. The estimated useful lives of property and equipment are as follows:

Leasehold properties – 50 years Renovation – 5 years Furniture – 5 years Office equipment – 5 years Air conditioner – 5 years

Fully depreciated assets are retained in the accounts until they are no longer in use and no further charge for depreciation is made in respect of these assets. The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The residual values, estimated useful lives and depreciation method of property and equipment are reviewed, and adjusted as appropriate, at the end of each reporting year. The effects of any revision are recognised in profit or loss when the changes arise. An item of property and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the profit or loss in the financial year the asset is derecognised.

2.5 Impairment of non-financial assets

The Institute assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Institute makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses of continuing operations are recognised in the profit or loss, except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.5 Impairment of non-financial assets (Cont’d)

A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in the profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.

2.6 Financial instruments

(a) Financial assets

Financial assets are recognised when, and only when, the Institute becomes a party to the contractual provisions of the financial instrument. The Institute determines the classification of its financial assets at initial recognition. Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Such assets are initially recognised at fair value, plus directly attributable transaction costs and subsequently carried at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in the profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that has been recognised directly in other comprehensive income is recognised in the profit or loss. The Institute classifies the following financial assets as loans and receivables:

• Cash and cash equivalents • Trade and other receivables

(b) Financial liabilities Financial liabilities are recognised when, and only when, the Institute

becomes a party to the contractual provisions of the financial instrument. The Institute determines the classification of its financial liabilities at initial recognition.

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.6 Financial instruments (Cont’d)

(b) Financial liabilities (Cont’d) All financial liabilities are recognised initially at fair value plus in the case of

financial liabilities not at fair value through profit or loss, directly attributable transaction costs.

Subsequent to initial recognition, financial liabilities are measured at

amortised cost using the effective interest method.

Gains and losses are recognised in the profit or loss when the financial liabilities are derecognised, and through the amortisation process.

A financial liability is derecognised when the obligation under the liability is

discharged, cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the profit or loss.

(c) Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is

presented in the statement of financial position, when and only when, there is a currently enforceable legal right to set off the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

2.7 Impairment of financial assets

The Institute assesses at the end of each reporting year whether there is any objective evidence that a financial asset or group of financial assets is impaired and recognises an allowance for impairment when such evidence exists. If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognised in the profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the financial asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in the profit or loss.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.8 Cash and cash equivalents

Cash and cash equivalents comprise cash and bank balances that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.

2.9 Provisions

Provisions are recognised when the Institute has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at the end of each reporting year and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

2.10 Government grants

Government grants are recognised when there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. Where the grant relates to an expense item, the fair value is recognised as income in the profit or loss over the periods necessary to match them on a systematic basis to the costs for which the grants are intended to compensate.

2.11 Borrowing costs

Borrowing costs are recognised as expenses in the profit or loss in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Institute incurs in connection with the borrowing of funds.

2.12 Employee benefits

Defined contribution plan

As required by law, the Institute makes contributions to the Central Provident Fund (CPF) scheme in Singapore, a defined contribution pension scheme. CPF contributions are recognised as compensation expenses in the same period as the employment that gives rise to these contributions.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.13 Leases Operating leases As lessee Leases where substantially all the risks and rewards incidental to ownership are retained by the lessors are classified as operating leases. Operating lease payments are recognised as an expense in the profit or loss on a straight-line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.

2.14 Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Institute and the revenue can be reliably measured. Members’ annual subscription fees are recognised when due and no significant uncertainty as to its collectability exists. Examination fees and course fees are recognised when the services are rendered.

Interest income is recognised as the interest accrues based on effective interest method unless collectability is in doubt.

2.15 Income taxes

(i) Current tax

Income tax is provided in accordance with the provisions of Section 11 (2) of

the Income Tax Act applicable to associations. Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the Income Tax Authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the end of the reporting year.

(ii) Deferred tax

Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting year between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.15 Income taxes (Cont’d)

(ii) Deferred tax (Cont’d)

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax asset is reviewed at the end of each reporting year and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Unrecognised deferred tax assets are reassessed at the end of each reporting year and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the end of each reporting year.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

(iii) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax except:

• Where the goods and services tax incurred on a purchase of assets orservices is not recoverable from the Inland Revenue Authority ofSingapore, in which case the goods and services tax is recognised as partof the cost of acquisition of the asset or as part of the expense item asapplicable; and

• Receivables and payables that are stated with the amount of goods andservices tax included.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.16 Foreign currency transactions Transactions in foreign currencies are measured and recorded in Singapore dollars, on initial recognition at exchange rates approximating those ruling at the dates of transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the end of the reporting year. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in foreign currency are translated using the exchange rates at the date when the fair value was measured. Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting year are recognised in the profit or loss.

2.17 Significant accounting judgements and estimates

The preparation of the Institute’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting year. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods. Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting year are discussed below. The Institute based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Institute. Such changes are reflected in the assumptions when they occur. Useful lives of property and equipment The cost of property and equipment is depreciated on a straight-line basis over the estimated useful lives of property and equipment. Management estimates the useful lives of these property and equipment to be 50 years and 5 years respectively. Changes in the expected level of usage and technological developments could impact the economic useful lives of these assets, therefore, future depreciation charges could be revised. The carrying amounts of the Institute’s property and equipment at the end of the reporting year are disclosed in Note 4 to the financial statements.

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.17 Significant accounting judgements and estimates (Cont’d)

Key sources of estimation uncertainty (Cont’d)

Impairment of loans and receivables The Institute assesses at the end of each reporting year whether there is any objective evidence that a financial asset is impaired. Factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments are objective evidence of impairment. In determining whether there is objective evidence of impairment, the Institute considers whether there is observable data indicating that there have been significant changes in the debtor’s payment ability or whether there have been significant changes with adverse effect in the technological, market, economic or legal environment in which the debtor operates in. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amounts of the Institute’s loans and receivables at the end of the reporting year are disclosed in Note 3 to the financial statements.

Income taxes Significant judgement is involved in determining the Institute’s provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Institute recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amounts of the Institute’s income tax payable and deferred tax liabilities at 31 December 2016 were $46,019 (2015 – $23,545) and $3,428 (2015 – $4,400) respectively.

3. TRADE AND OTHER RECEIVABLES

2 0 1 6 2 0 1 5 $ $ Trade receivables 37,961 44,401 Deposits to secure services 701 751

38,662 45,152

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE 3. TRADE AND OTHER RECEIVABLES (Cont’d) Trade receivables are recognised at their original invoice amounts which represent their fair

values on initial recognition. Trade receivables are non-interest bearing and as part of the process of setting customer credit limits, different credit terms are used which are generally on 30 (2015 – 30) days’ terms. But some customers take a longer period to settle the amounts. The total of overdue accounts which were not impaired was $31,781 (2015 – $1,677) as there has not been a significant change in credit quality and the amounts are still considered recoverable. The Institute does not hold any collateral over these balances and the analysis of their aging at the end of the reporting year is as follows:

2 0 1 6 2 0 1 5 $ $ Trade receivables past due but not impaired: Lesser than 30 days 31,032 - 30 days and above 749 1,677

31,781 1,677 4. PROPERTY AND EQUIPMENT

Leasehold Properties

& Renovation

Furniture

Office Equipment

Air Conditioner

Total 2016 $ $ $ $ $ Cost: At beginning of year 3,472,443 49,061 182,726 48,976 3,753,206 Additions - - 2,320 - 2,320 At end of year 3,472,443 49,061 185,046 48,976 3,755,526 Accumulated depreciation: At beginning of year 1,451,647 47,645 158,264 48,976 1,706,532 Depreciation for the year 68,182 415 7,621 - 76,218 At end of year 1,519,829 48,060 165,885 48,976 1,782,750 Net book value: At end of year 1,952,614 1,001 19,161 - 1,972,776

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE 4. PROPERTY AND EQUIPMENT (Cont’d)

Leasehold Properties

& Renovation

Furniture

Office Equipment

Air Conditioner

Total 2015 $ $ $ $ $ Cost : At beginning of year 3,472,443 49,061 177,883 48,976 3,748,363 Additions - - 4,843 - 4,843 At end of year 3,472,443 49,061 182,726 48,976 3,753,206 Accumulated depreciation: At beginning of year 1,383,464 46,915 150,757 44,370 1,625,506 Depreciation for the year 68,183 730 7,507 4,606 81,026 At end of year 1,451,647 47,645 158,264 48,976 1,706,532 Net book value: At end of year 2,020,796 1,416 24,462 - 2,046,674

The Institute owns 4 office units located at 149 Rochor Road, Units #04-05/06/07 & 09, Fu Lu

Shou Complex, Singapore 188425. The total floor area is 355 sq.m (3,821 sq.ft). The leasehold properties are held in trust by three trustees of the Institute. 5. FEES RECEIVED IN ADVANCE

2 0 1 6 2 0 1 5 $ $ Practising certificate renewal fees 5,939 321Subscriptions 97,776 17,583Student fees 304,087 291,507 407,802 309,411

6. TRADE PAYABLES AND ACCRUED LIABILITIES

2 0 1 6 2 0 1 5 $ $ Trade payables - External parties and accrued liabilities 23,728 27,482

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE 6. TRADE PAYABLES AND ACCRUED LIABILITIES (Cont’d) Trade payables and accrued liabilities are denominated in the following currencies:

2 0 1 6 2 0 1 5 $ $ Singapore Dollars 23,728 21,179Sterling Pounds - 6,303 23,728 27,482

7. DEFERRED TAX LIABILITIES

2 0 1 6 2 0 1 5 $ $ Deferred tax liabilities 3,428 4,400

The movements in deferred tax liabilities during the year are as follows:

Accelerated Tax Depreciation $ Balance at 1.1. 2015 5,759 Credited to statement of comprehensive income – 2015 - Current year (Note 12) ( 1,359) Balance at 31.12. 2015 4,400 Credited to statement of comprehensive income – 2016 - Current year (Note 12) ( 972) Balance at 31.12. 2016 3,428

8. ACCUMULATED FUND

2 0 1 6 2 0 1 5 $ $ Balance at beginning of year 2,983,061 1,727,352 Add: Transfer from building fund (Note 9) - 969,502 2,983,061 2,696,854 Total comprehensive income for the year 396,143 286,207 Balance at end of year 3,379,204 2,983,061

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9. BUILDING FUND

2 0 1 6 2 0 1 5 $ $

Balance at beginning of year - 969,502Less: Transfer to accumulated

fund (Note 8) - ( 969,502) Balance at end of year - -

The Building fund comprises the followings – had been applied to the purchase consideration of the Institute’s leasehold properties: (i) Students Course Fund (1988 – 2000) $400,035.00; (ii) Seminars Fund (1988 – 2000) $421,252.00; and (iii) Contributions from members, graduates and registered students $148,215.00. The Council resolved to transfer Building Fund to Accumulated Fund as at 31 December 2015.

10. OPERATING LEASE COMMITMENTS

At the end of the reporting year, the Institute was committed to making the following paymentsin respect of rental of office equipment under a non-cancellable operating lease:

2 0 1 6 2 0 1 5 $ $

Lease which expires: Within one year 30,756 30,756

Later than one year but within five years 41,008 71,764

71,764 102,520

11. TRAINING COURSES AND SEMINAR FEES, NET

2 0 1 6 2 0 1 5 $ $

Fees income 367,770 105,632

Less: Expense

Forums 42,847 7,388 CPD Seminars 28,251 42,044 Conferences 121,627 14,544

192,725 63,976

Net surplus 175,045 41,656

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12. INCOME TAX EXPENSE

2 0 1 6 2 0 1 5 $ $

Based on results for the yearCurrent tax 46,019 23,545 Deferred tax (Note 7) ( 972) ( 1,359)

45,047 22,186 Over provision in respect of prior years

Current tax ( 76) ( 98) 44,971 22,088

The income tax expense varies from the amount of income tax expense determined by applying the Singapore income tax rate of 17% (2015 – 17%) to surplus before income tax as a result of the following differences:

2 0 1 6 2 0 1 5 $ $

Surplus before income tax 441,114 308,295

Income tax expense at the statutory rate 74,989 52,410

Non-allowable items 14,222 12,753

Expenses subject to double tax deduction ( 230) ( 306)

Productivity and innovation credit ( 18,009) ( 18,277)

Singapore statutory stepped income exemption ( 25,925) ( 24,394)

Over provision in respect of prior years Current tax ( 76) ( 98)

44,971 22,088

13. RELATED PARTY TRANSACTIONS

An entity or individual is considered a related party if it has the ability (directly or indirectly)to control or exercise significant influence over the operating and financial decisions of theInstitute or vice versa, or where it is subject to common control or common significantinfluence.

The Institute has the following significant related party transactions entered with its relatedparties and the effect of these transactions at terms agreed between the parties are reflected inthese financial statements.

(a) Transactions with related party

2 0 1 6 2 0 1 5 $ $

Facilities management fee income 98,950 99,400

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13. RELATED PARTY TRANSACTIONS (Cont’d)

(a) Transactions with related party (Cont’d)

This refers to a company in which certain members of the Council and the Chief Executive of the Institute are board members and/or shareholders of the company.

(b) Compensation of key management personnel

2 0 1 6 2 0 1 5 $ $

Key management personnel Salaries and other related costs 300,700 295,695

Employer’s contributions to Central Provident Fund 40,762 36,950

341,462 332,645

The members of the Council (including the office bearers) of the Institute did not receive any fees, remuneration or any other benefits from the Institute except for one member who was paid a training fee of $3,500 during the financial year (2015 – $700).

14. CATEGORIES OF FINANCIAL INSTRUMENTS

The categories of financial instruments as at the end of the reporting year are as follows:

2 0 1 6 2 0 1 5 $ $

Financial assets

Loan and receivables (including cash and cash equivalents) 1,885,186 1,294,785

Financial liabilities

Financial liabilities at amortised cost 431,530 336,893

15. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Institute is exposed to financial risks arising from its operations and the use of financialinstruments.

The Institute’s financial instruments comprise financial assets and liabilities. Financial assetsand liabilities mainly relate to receivables and payables which arise directly from itsoperations.

The main risks arising from the Institute’s financial management are credit risk, liquidity risk,interest rate risk and foreign currency risk.

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15. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Cont’d) The Institute does not hold or issue derivative financial instruments for trading purposes or to hedge against fluctuations in interest and foreign exchange rates. The following sections provide details regarding the Institute’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks. There has been no change to the Institute’s exposure to these financial risks or the manner in which it manages and measures the risks. Credit risk Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The Institute’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (cash and cash equivalents), the Institute minimises credit risk by dealing exclusively with high credit rating counterparties. The Institute has no significant concentration of credit risk. The Institute has policies in place to ensure that transactions are entered into only with counterparties that are of acceptable credit quality. In addition, receivable balances are monitored on an ongoing basis with the result that the Institute’s exposure to bad debts is not significant. The maximum exposure to credit risk is represented by the net carrying amount of financial assets recorded in the financial statements. Trade and other receivables that are neither past due nor impaired are with creditworthy debtors with good payment record with the Institute. Cash and cash equivalents that are neither past due nor impaired are placed with or entered into with reputable financial institutions or companies with high credit ratings and no history of default. Information regarding financial assets that are either past due or impaired is disclosed in Note 3 to the financial statements. Liquidity risk In the management of its liquidity risk, the Institute monitors and maintains a level of cash and bank balances deemed adequate by the Council to finance the Institute’s operations and mitigate the effects of fluctuations in cash flows. The Institute targets for available funds in the form of surplus liquidity to meet its operational and financial obligations as and when they fall due. As at the end of the reporting year, the expected contractual undiscounted cash outflows of financial liabilities are due in less than a year. Interest rate risk The Institute has no exposure to movements in market interest rates.

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15. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Cont’d) Foreign currency risk The Institute’s foreign currency risk results mainly from cash flows and transactions denominated in foreign currency. The Institute’s main foreign currency is Sterling Pounds. The Institute does not use derivative financial instruments to hedge against the volatility associated with foreign currency transactions as the Institute’s exposure to foreign currency risk is minimal. Sensitivity analysis: The effect is not significant. Fund management The Institute’s objectives when managing its funds are to safeguard the Institute’s ability to maintain adequate working capital to continue as a going concern, to promote the highest standards in Chartered Secretaryship and to represent and support the profession.

16. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of a financial instrument is the amount at which the instrument could be exchanged or settled between knowledgeable and willing parties in an arm’s length transaction, other than in a forced or liquidation sale. Financial instruments whose carrying amounts approximate fair values Management has determined that the carrying amounts of cash and cash equivalents, trade and other receivables, and trade and accrued liabilities, reasonably approximate their fair values because these are mostly short term in nature.

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NOTICE is hereby given that the Chartered Secretaries Institute of Singapore (“the Institute”) will hold its Annual General Meeting at 1.00 p.m. on Friday 31 March 2017 at 149 Rochor Road #04-09 Fu Lu Shou Complex Singapore 188425 to transact the following business:

Ordinary Business

By order of the CSIS Council Y2016/2017

Chiang Chai Foong FCS, FCIS Secretary

10 March 2017

1. To receive the report of the Council on the business of the Institute.

(Resolution 1)

2. To receive and adopt the audited financial statements for the year ended31 December 2016 and the auditors’ report thereon.

(Resolution 2)

3. To elect members to the Council of the Institute.

(Resolution 3)

4. To re-appoint C C Yang & Co as the auditors of the Institute and to authorise theCouncil to fix the honorarium.

(Resolution 4)

5. To transact any other business that may be transacted at an Annual GeneralMeeting for which notice in writing has been given to the Honorary Secretary atleast three (3) days before the date of the Annual General Meeting.

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Notes:

1. Pursuant to Byelaw 30 of the Constitution, the following members shall retirefrom the Institute’s Council at the Annual General Meeting:

- Mr Lawrence Kwan FCS, FCIS- Mr Loh How Yee FCS, FCIS- Dr Tan Wee Liang FCS, FCIS- Mr David Tan Wee Kok FCS, FCIS

The above have offered themselves for re-election.

2. Duly completed nomination forms for election to the Institute’s Council must reach theHonorary Secretary at least three (3) calendar days before the date of the AnnualGeneral Meeting.

Nomination forms must be deposited with the Institute’s office located at 149 RochorRoad, #04-06 Fu Lu Shou Complex, Singapore 188425 by 5.00 pm on Tuesday 28 March2017.

Each member standing for election shall be duly proposed by one member and seconded by another member. The nominee must signify his or her consent on the nomination form. The nominee, the proposer and the seconder must not be in arrears of subscriptions.

Retiring members of the Council shall be eligible to stand for election without nomination.

3. A nominee, proposer and seconder has to be present at the Annual General Meeting.

4. Members who are in arrears of subscriptions, shall not be entitled to attend and to vote atany general meeting of the Institute.

5. A buffet lunch will be served at 12.00 (noon) on the day of the Annual General Meeting.

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Date: ___________________

To: The Secretary The Chartered Secretaries Institute of Singapore (“The Institute/CSIS”) 149 Rochor Road #04-05 Fu Lu Shou Complex Singapore 188425

*Please delete where inapplicable

NOMINATION FORM FOR ELECTION AS A MEMBER TO SERVE ON THE COUNCIL OF THE INSTITUTE 2017/2018

PROPOSER I, ________________________________________________________________ * FCS / ACS

(Membership No: ______________________) being a Member of Institute, hereby propose and

nominate

* Mr/Mrs/Ms/Mdm ___________________________________________________ *FCS / ACS

to serve on the Council of the Institute.

Tel No (O) ____________________________ _______________________________ Signature / Date

------------------------------------------------------------------------------------------------------------------------------- SECONDER I, _________________________________________________________________*FCS / ACS

(Membership No: ____________________) being a Member of Institute, hereby second the

nomination.

Tel No (O) ____________________________ _______________________________

Signature / Date

------------------------------------------------------------------------------------------------------------------------------- NOMINATED MEMBER

I, _________________________________________________________________*FCS / ACS

(Membership No: ____________________) accept the nomination to stand for election as a

member to serve on the Council of the Institute.

Tel No (O) ____________________________ _______________________________

Signature / Date

Note : a) Completed Nomination Form and Profile of the nominated member must be deposited at theInstitute’s office by 5.00 pm on Tuesday 28 March 2017.

b)

The nominated member, proposer and seconder must not be in arrears of subscription. c)

A nominee, proposer and seconder has to be present at the Annual General Meeting.

FOR OFFICE USE ONLY

DATE & TIME RECEIVED: _________________

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CHARTERED SECRETARIES INSTITUTE OF SINGAPORE (CSIS)

149 Rochor Road #04-05 Fu Lu Shou Complex

Singapore 188425

Tel No.: 6334 4302 Fax No.: 6334 4669