Report for the period 1 January 2010 to December 2010.

The Company’s Directors and Management firmly believe that a full commitment to high standards of corporate governance is essential to the sustainability of the Company’s businesses and performance, as well as to safeguard shareholders’ interests and maximise long-term shareholder value. They are pleased to confirm that the Company has adhered to the principles and guidelines of Singapore’s Code of Corporate Governance 2005 (“2005 Code”).

Effective corporate governance supports the Company’s belief in transparency, and helps it to be forward-looking with fresh ideas, and to be more decisive in the execution of strategies and initiatives.

These standards include having clear policies, best practices, and sound internal controls as well as a system of continuous improvements.

The Company has received many awards for achieving high standards in its corporate governance and transparency. Information on these awards is set out on page 33 to 35.

As part of the continuous effort to improve the Company’s corporate governance practices, the following two major new initiatives took place in 2010:

- The Company revised its long-term remuneration incentive plans, introducing two new share plans, namely the Keppel Land Restricted
  Share Plan and Keppel Land Performance Share Plan (collectively the “KLL Share Plans”) to replace the Keppel Land Share Option Scheme
  with effect from 30 June 2010. The KLL Share Plans aim to strengthen the emphasis on long-term performance and contribute to talent
  retention.

- As part of the Board renewal process, Mrs Koh-Lim Wen Gin was appointed as an independent and non-executive Director on 20 January
  2010. Mrs Oon Kum Loon was appointed as a nonindependent and non-executive Director on 1 September 2010. Mr Niam Chiang Meng
  retired as an independent and non-executive Director on 23 April 2010.

As required by the Listing Manual of the Singapore Stock Exchange Securities Trading Limited (“SGX-ST”), the following sections describe how the Company has effectively applied the principles and guidelines of the 2005 Code.

Board Matters

The Board's Conduct of Affairs
Principle 1: Effective Board to Lead and Control the Company

Board Composition and Guidance
Principle 2: Strong and Independent Element on the Board

Chairman and Chief Executive Officer
Principle 3: Chairman and Chief Executive Officer to be Two Separate Persons to Ensure a Clear Division of Responsibilities and Balance of Power and Authority

Board Membership
Principle 4: Formal and Transparent Process for the Appointment of New Directors

Board Performance
Principle 5: Formal Assessment of the Effectiveness of the Board as a Whole and the Contribution by Each Director

Access to Information
Principle 6: Board Members to have Complete, Adequate and Timely Information

Remuneration Matters

Procedures for Developing Remuneration Policies
Principle 7: Formal and Transparent Procedure for Fixing the Remuneration Packages of Individual Directors

Level and Mix of Remuneration
Principle 8: Remuneration of Directors to be Adequate and Not Excessive

Disclosure of Remuneration
Principle 9: Clear Disclosure on Remuneration Policy, Level and Mix of Remuneration, and the Procedure for Setting Remuneration

Accountability

Principle 10: The Board's Accountability to the Shareholders and Management's Accountability to the Board

Internal Control and Audit

Audit Committee
Principle 11: Establishment of Audit Committee with Written Terms of Reference

Internal Controls
Principle 12: Sound System of Internal Controls

Internal Audit
Principle 13: Independent Internal Audit Function

Communication with Shareholders
Principle 14: Regular, Effective and Fair Communication with Shareholders
Principle 15: Greater Shareholder Participation at Annual General Meetings

Security Transactions

Interested Person Transactions

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