CORPORATE GOVERNANCE REPORT
Access to Information
Principle 6:
In order to fulfil their responsibilities, Directors should be provided with complete, adequate and timely
information prior to board meetings and on an on-going basis so as to enable them to make informed
decisions to discharge their duties and responsibilities.
Directors are furnished with timely and adequate information from the Management to enable them to discharge their
duties effectively. Changes to regulations are briefed at the Board and Board Committees’ meetings or circulated via
electronic media as and when the changes arise, especially where these changes have an important bearing on the
Company’s or the Directors’ disclosure obligations. Directors have unrestricted access to the Company’s records and
information and all Board and Board Committees’ minutes. Directors are also provided agenda and meeting materials
in advance and have separate and independent access to the Company Secretaries and Management at all times to
obtain further information, where necessary. Such information include information relating to matters to be bought up
at Board meetings, copies of budgets, forecasts and interim financial statements.
The Company Secretaries attend all Board and Board Committees’ meetings and are responsible for ensuring that
appropriate procedures are followed and that the requirements of the Companies Act, Cap. 50, and the provisions
in the Catalist Rules are complied with. Each Director has the right to seek independent legal and other professional
advice, at the Company’s expense, concerning any aspect of the Group’s operations or undertakings in order to fulfil
his or her duties and responsibilities as Director.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7:
There should be a formal and transparent procedure for developing policy on executive remuneration
and for fixing the remuneration packages of individual Directors. No Director should be involved in
deciding his or her own remuneration.
The RC comprises three Independent Directors, namely Mr Soh Chun Bin, Mr Tan Eng Ann and Ms Ng Kheng Choo.
The Chairman of the RC is Mr Soh Chun Bin. The RC has written terms of reference that describe the responsibilities
of its members.
The principal functions of the RC are as follows:
(a)
to review and recommend to the Board a general framework of remuneration for the Board and executive
officers and the specific remuneration packages and terms of employment (where applicable) for each Director,
executive officers and employees related to the Directors and substantial shareholders of the Company;
(b)
to function as the committee referred to in the ISOTeam Performance Share Plan (the “ISOTeam PSP”) and shall
have all the powers as set out in the ISOTeam PSP; and
(c)
to review all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses,
options, share-based incentives and awards, and benefits-in-kind.
RC members shall abstain from voting on any resolutions and making any recommendations and/or participating in any
deliberations of the RC in respect of their own remuneration.
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ISOTEAM LTD.
ANNUAL REPORT 2016
