CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE REPORT
The Board of Directors (the “Board” or the “Directors”) of ISOTeam Ltd. (the “Company”) is committed to maintaining
a high standard of corporate governance within the Company and its subsidiaries (the “Group”) to maximise the long-
term shareholder value, protect the interests of stakeholders as well as promote investors’ confidence.
The Company will continue to enhance its corporate governance practices appropriate to the conduct and growth
of its business and to review such practices from time to time to ensure compliance with the requirements of Section
B: Rules of Catalist of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”) (“Catalist
Rules”). This section outlines the main corporate governance practices and procedures adopted by the Company
during the financial year ended 30 June 2016, with reference made to each of the principles of the Code of Corporate
Governance 2012 (the “Code”).
BOARD MATTERS
The Board’s Conduct of its Affairs
Principle 1:
Every company should be headed by an effective board to lead and control the company. The board is
collectively responsible for the long-term success of the company. The board works with management
to achieve this objective and management remains accountable to the board.
The Board is entrusted to steer the direction of the Company by setting strategic objectives and ensuring adequate
resources to achieve its objectives.
Besides carrying out its statutory responsibilities, the principle functions of the Board include setting, reviewing
and approving:
•
corporate strategy and business plans;
•
investment and divestment proposals;
•
funding decisions of the Group;
•
nominations of Directors for appointment to the Board and appointment of key personnel;
•
announcement of half year and full year results, the annual report and financial statements;
•
material acquisitions and disposal of assets;
•
corporate or financial restructuring;
•
share issuances, dividends;
•
all matters of strategic importance; and
•
oversee the processes for evaluating the adequacy of internal control, financial reporting and compliance.
Boardcommittees, namely theAudit Committee (“AC”), NominatingCommittee (“NC”) and theRemunerationCommittee
(“RC”), have been established to assist the Board in the discharge of specific responsibilities. These committees are
chaired by Independent Directors and function within clearly defined terms of reference and operating procedures.
The Board meets regularly, with at least two (2) scheduled meetings within each financial year. Besides the scheduled
Board meetings, ad-hoc meetings are also convened when circumstances require. Telephonic attendance at Board
meetings is allowed under the Company’s Constitution (the “Constitution”). Apart from approval obtained at Board
meetings, important matters are also put to the Board’s approval by way of circulating resolutions in writing.
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ISOTEAM LTD.
ANNUAL REPORT 2016
