a) The level of compliance of the companys corporate governance statement with the cadbury comitees code of best practice

.Asses and discuss with reference to the five key areas of the Code of best practie namely the board of directors , non-executive directors , executive directors,reporting and control and the role of auditors and others

Relating to the Board of Directors these are the Board should meet regularly retain full and effective control over the company and monitor the executive management.There should be a clearly accepted division of responsibilities at the head of a company, which will ensure balance of power and authority, such that no individual has unfettered powers of decision. In companies where the Chairman is also the Chief Executive, it is essential that there should be a strong and independent element on the Board, with a recognized senior member.The Board should include non-executive Directors of sufficient caliber and number for their views to carry significant weight in the Boards decisions.The Board should have a formal schedule of matters specifically reserved to it for decisions to ensure that the direction and control of the company is firmly in its hands.There should be an agreed procedure for Directors in the furtherance of their duties to take independent professional advice if necessary, at the companys expense.All directors should have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Any question of the removal of Company Secretary should be a matter for the Board as a whole.In this aspect the Board of Epicentre has formed Board Committees namely the Audit Committee (AC), the Nominating Committee (NC) and the Remuneration Committee (RC) to assist in carrying out and discharging its duties and responsibilities efficiently and effectively.These Committees function within clearly defined terms of reference and operating procedures and are reviewed on a regular basis. The effectiveness of each Committee is also constantly reviewed by the Board.The Chairman explained to the new Directors their duties and obligations before they come on board. However, no formal letters have been given to newly appointed Directors. For good governance, the Company intends to formalize the letters of appointment .The composition of the Board is reviewed on an annual basis by the NC to ensure that the Board has the appropriate mix of expertise and experience, and collectively possess the necessary core competencies for effective functioning and informed decision-making.Epicentre also has regular meetings are held to review the performance of the business and approve the public release of periodic financial results. Adhoc meetings have been held to discuss certain matters as and when necessary.Matters which specifically require Board approval are those involving material acquisitions and disposals of assets, corporate or financial restructuring, dividends, share issuances and other shareholder matters.Directors are updated regularly on key regulatory and accounting changes at Board meetings. Directors are encouraged to undergo relevant training to enhance their skills and knowledge, especially on new laws and regulations affecting the Groups operations.

Relating to the Non-Executive Directors the recommendations are Non-executive Directors should bring an independent judgement to bear on issues of strategy, performance, resources, including key appointments, and standards of conduct.The majority should be independent of the management and free from any business or other relationship, which could materially interfere with the exercise of their independent judgement, apart form their fees and shareholding. Their fees should reflect the time, which they commit to the company.Non-executive Directors should be appointed for specified terms and reappointment should not be automatic.Non-executive Directors should be selected through a formal process and both, this process and their appointment, should be a matter for the Board as a whole.In this case Epicentre the criterion for independence is based on the definition given in the Code. The Board considers an independent Director as one who has no relationship with the Company, its related companies or officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors independent judgment of the conduct of the Groups affairs.As at current date, Independent Directors comprise more than one-third of the Boards composition. The Board has undertak en a full review of its composition. It is of the opinion that, with a significant majority of the Directors being NonExecutive and Independent Directors, the Board continues to exercise objective judgment independently of the Management appointment. For the Executive Directors the recommendations in the Cadbury Code of Best Practices are Directors service contracts should not exceed three years without shareholders approval.There should be full and clear disclosure of their total emoluments and those of the Chairman and the highest-paid UK Directors, including pension contributions and stock options. Separate figures should be given for salary and performance-related elements and the basis on which performance is measured should be explained.Executive Directors pay should be subject to the recommendations of a Remuneration Committee made up wholly or mainly of Non-executive Directors.Epicentre strongly believes in the recommendation by publishing their Separate figures which is given their salary and performance-related elements and the basis on which performance is measured should be explained. The Code requires the disclosure of the remuneration of, at minimum, the top five executives who are not Directors and who are within the remuneration band of $250,000. Given the highly competitive market the Company operates in, the names of the top five executives are not disclosed.

Remuneration Band

Fixed Salary

DirectorsFees Above $750,000

Performance Related Income/Bonus

Total

Jimmy Fong Teck Loon Brenda Yeo Siow Chee Keong Ron Tan Aik Ti
Lee Keen Whye (resigned on 29 October 2010) Liu Zhipeng (resigned on 5 January 2011) Azman Hisham Bin Jaafar (appointed on 3 November 2010)

40% 66% -

2% 7% Below $250,000 100% 100% 100% 100% 100%

58% 27% -

100% 100% 100% 100% 100% 100% 100%

Between $250,000 to $500,000

And on Reporting and Controls the Cadbury Code of Best Practices stipulate that:It is the Boards duty to present a balanced and understandable assessment of the companys position.The Board should ensure that an objective and professional relationship is maintained with the Auditors.The Board should establish an Audit Committee of at least three Non-executive Directors with written terms of reference, which deal clearly with its authority and duties.The Directors should explain their responsibility for preparing the accounts next to a statement by the Auditors about their reporting responsibilities.The Directors should report on the effectiveness of the companys system of internal controlThe Directors should report that the business is a going concern, with supporting assumptions or qualifications as necessary.The

Board is accountable to the shareholders and is mindful of its obligations to furnish timely information and to ensure fulldisclosure of material information to shareholders in compliance with statutory requirements and the Listing Manual, Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (the SGX-ST).Price sensitive information is publicly released either before the Company meets with any group of investors or analysts or simultaneously with such meetings. Financial results and annual reports are announced or issued within legally prescribed periods.In turn, Management of the Company provides the Board with balanced and understandable accounts of the Groups performance, financial position and business prospects on a quarterly basis