CORPORATE GOVERNANCE REPORT
The independence of each Director is reviewed annually by the NC. The NC adopts the definition in the Code as to
what constitutes an Independent Director in its review to ensure that the Board consists of persons who, together,
will provide core competencies necessary to meet the Company’s objectives. In this regard, the NC is of the view
that Mr Tan Eng Ann, Mr Soh Chun Bin and Ms Ng Kheng Choo are independent.
Half of the Board is made up of Independent Directors and each Independent Director has confirmed that they are
independent from the Company, its related corporations, its officers or its Shareholders with shareholdings of 10% or
more in the voting shares of the Company. The NC is satisfied that the Board has substantial independent elements to
ensure that objective judgment is exercised on corporate affairs independently from the Management.
Currently, no Independent Director has served on the Board beyond nine years from the date of his/her first appointment.
The Board through the NC has examined the Board’s size and composition and is of the view that it is an appropriate
size for effective decision-making, taking into account the scope and nature of the operations of the Group and the
wide spectrum of skill and knowledge of the Directors. The Board also includes one female Director in recognition
of the value of gender diversity. The NC is of the view that no individual or small group of individuals dominates the
Board’s decision-making process.
The Board and the Board committees comprise Directors, who, as a group, provide core competencies such as
accounting, finance, business, legal and management experience, and strategic planning experience, which are
complementary and enhance the effectiveness of the Board. Where warranted, the Independent Directors will meet in
the absence of the Management to facilitate a more effective check on the Management.
Chairman and Chief Executive Officer
Principle 3:
There should be a clear division of responsibilities between the leadership of the board and the executives
responsible for managing the company’s business. No one individual represents a considerable
concentration of power.
The Company adopts a dual leadership structure whereby the roles of Chairman and CEO are distinct, each having their
own areas of responsibilities and functions, thus ensuring an appropriate balance of power and authority, and allowing
for increased accountability and greater capacity of the Board for independent decision-making. The Chairman and the
CEO are thus separate persons and the Chairman is not related to the CEO.
The Executive Chairman, Mr Ng Cheng Lian, is responsible for the leadership of the Board. He supports the CEO in the
implementation of the corporate and strategic development of the Group. The CEO, Mr Koh Thong Huat, formulates
and implements the Group’s expansion plans and the overall corporate and strategic development of the Group and
ensures conformance by the Management to such plans.
Notwithstanding that the Chairman is not an Independent Director and part of the Management team, the Board is of
the opinion that there are adequate safeguards in terms of accountability and transparency. In accordance with the
Code, Mr Tan Eng Ann who is the Chairman of the AC and Lead Independent Director, is available to shareholders when
they have concerns where contact through the normal channels of the Chairman, CEO, Executive Directors and/or
Chief Financial Officer has failed to resolve or for which such contact is inappropriate.
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ISOTEAM LTD.
ANNUAL REPORT 2016
