DeepMedic Pharma Pte Ltd · UEN 200417298M · SGX Mainboard: DMPH
How the Board keeps the promises the sales team makes — including the ones that cost us orders.
At a glance
Most corporate governance pages describe a structure. This one describes a constraint, because a governance framework that has never overruled the business is decoration.
Ours has a Quality Committee as a standing committee of the Board — unusual for an SGX issuer. The validation department reports to it, not to Sales. That committee's existence is why our validation team can stop a shipment, and why they have done so four times since 2016, twice in the final week before dispatch. Each of those decisions cost real money and none of them was overturned.
Committees
Standing committee
Chaired by Datuk Wong Chee Keong, independent. Oversees financial reporting, internal controls, external audit and the group risk register. Meets the external auditor without management present at least twice a year. Reviews all related-party transactions before they are entered into.
Standing committee
Chaired by the Lead Independent Director. Receives the Director of Quality Control's report directly, without management filtering. Field notices, audit findings and warranty costs are reported here every quarter as a standing item — before revenue. Holds the authority behind the validation department's shipment stop.
Standing committee
Chaired by the Lead Independent Director, comprising independent directors only. Sets executive remuneration and the scorecard behind it. Quality outcomes and warranty cost carry weight in the CEO scorecard; shipment timing does not.
Compliance statement
The Singapore Code of Corporate Governance operates on comply-or-explain. Here is our explanation, in full, rather than in a footnote to the annual report.
This is a departure from Provision 3.1 of the Code. Tan Wei Jie founded the company and holds both roles.
The Board's position is that separating the roles at this stage would remove the founder's design authority from the body that has to defend it, and that authority is the company's actual asset. The Board is not comfortable with the departure in principle and reviews it annually.
The offsets are: a Lead Independent Director with a standing right to convene the Board without the Chairman; independent directors forming a majority; independent chairs on all three committees; and the Quality Committee receiving the Director of Quality Control's report directly, bypassing the CEO entirely. Shareholders have a channel to the Lead Independent Director that does not pass through the company secretary.
Five directors: the Chairman & CEO, one executive director, and three independent non-executive directors. Independence is assessed annually against the Code's criteria and by the Board's own judgement, which is the stricter of the two. Datuk Wong Chee Keong holds no shares in the company and no consultancy arrangement with it.
One third of the Board retires by rotation at each AGM and may offer themselves for re-election. Any independent director serving beyond nine years is subject to a two-tier vote of all shareholders and of shareholders excluding directors and substantial shareholders.
Directors' fees and the remuneration of the CEO and the top five executives are disclosed in bands in the annual report, together with the performance conditions attached. The CEO's scorecard weights quality outcomes and warranty cost; it does not weight shipment timing, for reasons set out under Philosophy.
Risk
| Principal risk | Why it matters here | Mitigation | Owner |
|---|---|---|---|
| Product quality & patient safety | Our equipment makes sterile injectables. A design defect propagates into every batch a customer runs on it. | Quality Committee oversight; validation independent of Sales; one-business-day field notice policy; unconditional shipment stop. | Director, Quality Control |
| Component obsolescence | A twenty-year spares commitment against a five-year electronics lifecycle. Structurally unhedged. | Component end-of-life watch; company-funded redesign programme; 14 redesigns since 2016 provisioned against. | Operating Officer, Supply Chain |
| Regulatory change | Annex 1 (2022) obsoleted design assumptions across the industry overnight. It will happen again. | Regulatory watch across EU, US, NMPA, HSA, CDSCO; platforms re-assessed against new guidance and changed where needed, at our cost. | Director, Quality Control |
| Customer concentration | Capital equipment is lumpy. The top five customers were 31% of FY2025 revenue. | Segment and geographic diversification; recurring service revenue at 26% of group and rising. | Senior Managing Executive Officer |
| Skilled labour | ASME IX welders and controls engineers are scarce in Singapore and Johor, and we cannot outsource them. | In-house apprenticeship; graduate programme; Senai capacity build; retention tracked as a Board metric. | Recruitment Officer |
| Cybersecurity & data integrity | Our machines write records our customers' regulators rely on. A compromise is a compliance event for them, not just for us. | Annex 11 / Part 11 architecture; signed firmware; build hash archive; segregated customer-facing networks; annual penetration testing. | Audit & Risk Committee |
Ethics & whistleblowing
Reports of fraud, bribery, quality suppression, safety concealment or retaliation go directly to the Chair of the Audit & Risk Committee. They do not pass through management, and they do not pass through the company secretary.
Anonymous reports are accepted and investigated. Retaliation against a reporter is itself a dismissible offence, and the Committee reports the count of reports and outcomes to the Board annually.
Disclosure policy
Material information is released through SGXNet first and mirrored to this site immediately afterwards. No investor, analyst or journalist receives material non-public information ahead of the market, and no one at DeepMedic is authorised to give it.
We observe a closed period from one month before the release of half-year results and two months before full-year results, during which directors and employees with access to unpublished results may not deal in the company's shares.
Analyst briefings are held after results are released, and the materials are posted here at the same time they are presented. If an analyst asks us something material that is not already public, the answer is “that would be a disclosure” — and then it becomes one.