CORPORATE GOVERNANCE REPORT
Board Membership
Principle 4:
There should be a formal and transparent process for the appointment and re-appointment of Directors
to the board.
The NC comprises three Independent Directors, namely Ms Ng Kheng Choo, Mr Tan Eng Ann and Mr Soh Chun Bin.
The Chairman of the NC is Ms Ng Kheng Choo. The NC has written terms of reference that describe the responsibilities
of its members.
The principal functions of the NC are as follows:
(a)
to review and recommend to the Board, all Board appointments and re-appointments;
(b)
to determine, on an annual basis, if a Director is independent, with reference to the independent guidelines
contained in the Code;
(c)
to decide whether or not a Director is able to and has been adequately carrying out his or her duties as a
Director; and
(d)
to assess the effectiveness of the Board as a whole and the contribution of each Director to the effectiveness of
the Board.
The NC has reviewed the independence of each Director in accordance with the Code’s definition of independence
and is satisfied that half of the Board is made up of Independent Directors.
In the selection and appointment of new Directors, the NC will identify the key desired competencies of a new Director,
which would complement the skills and competencies of the existing Directors. Potential candidates will then be
sourced from the Directors’ personal contacts or through external consultants or recruitment agencies. Interviews are
then set up to assess shortlisted candidates.
Regulation 107 of the Constitution requires one-third of its Directors to retire from office by rotation and be subject to
re-nomination and re-election by shareholders at every Annual General Meeting (“AGM”) of the Company. No Director
shall stay in office for more than three years without being re-elected by shareholders. The Directors to retire in a
particular year shall be those who have been in office for the longest since their last election. A retiring Director is
eligible for re-election by shareholders at the AGM. This process of Board Renewal ensures good governance and
allows the Board to cater to the changing needs of the Company. The Directors submit themselves for re-nomination
and re-election at least once every three years.
The NC will assess and recommend to the Board whether the retiring Directors are suitable for re-election. In
considering the re-election of a Director, the NC will evaluate such Director’s contributions in terms of experience,
business perspective, attendance at meetings of the Board and/or Board committees and pro-activeness of
participation in meetings. Each member of the NC shall abstain from recommending his or her own re-election. The
NC has recommended the re-election of two Directors retiring under Regulation 107 of the Constitution, namely Mr
Foo Joon Lye and Ms Ng Kheng Choo at the forthcoming AGM. The Board has accepted the NC’s recommendation.
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ISOTEAM LTD.
ANNUAL REPORT 2016
