Page 38 - ar2012

MATERIAL CONTRACTS
Save for the service agreements between the executive directors and the Company, there were no material contracts of the
Company or its subsidiaries involving the interest of any director or controlling shareholders subsisting as at the financial year
ended 31 December 2012.
INTERESTED PERSON TRANSACTIONS
There were no interested party transactions equal to or exceeding $100,000 in aggregate between the Company and any of
its interested persons (namely, directors, executive officers or controlling shareholders of the Group or the associates of such
directors, executive officers or controlling shareholders) subsisting for the year ended 31 December 2012.
In accordance with the recommendations by the Audit Committee Guidance Committee, the Company has adopted an interested
person transaction policy which specifies that all interested transactions with an interested person, as defined in the policy, will
be at arm’s length and on terms generally available to an unaffiliated third party under the same or similar circumstances. Details
of the review procedures for future interested person transactions are disclosed in the Company’s Prospectus dated 31 January
2013.
Except for the limited exceptions set in the policy, transactions with interested persons that will exceed $100,000 in any calendar
year must receive the approval of the Board prior to the Company entering into the interested transaction.
DEALINGS IN SECURITIES
The Company has adopted its own internal Code of Conduct to provide guidance to all officers and employees of the Company
and its subsidiaries with regard to dealings in the Company’s securities in compliance with Rule 1207 (19) of the Listing Manual
of the SGX-ST. The Group’s officers and employees are prohibited from dealing in the Company’s securities while in possession
of unpublished price-sensitive information of the Group, as well as during the periods commencing two weeks before the
announcement of the Company’s quarterly results and one month before the announcement of the Company’s full year results
and ending on the date of the announcement of the relevant results.
Directors and executives are also expected to observe insider-trading laws at all times even when dealing with securities within
the permitted trading period. They are also encouraged not to deal in the Company’s securities on short term consideration.
UPDATE ON USE OF IPO PROCEEDS
As at the date of this report, the IPO proceeds of $68.0 million (after deduction of IPO expenses of approximately $4.0 million)
have not been utilised.
CORPORATE GOVERNANCE
Overseas Education Limited AR 2012
Investing In Education 36
W130220-Overseas Education Limited AR 2012 Financial p25-92.indd 36 26/3/13