Ntegrator International Ltd. - Annual Report 2020

14 CORPORATE GOVERNANCE REPORT The Board of Directors (the “Board”) of Ntegrator International Ltd (the “Company”) is committed to maintaining a high standard of corporate governance. This report describes the Company’s corporate governance practices with specific reference to the principles and provisions of the 2018 Code of Corporate Governance (the “2018 Code”), as required under Rule 710 of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist (the “Catalist Rules”). The Board confirms that, as at the date of this report, the Company has complied with the principles and provisions of the 2018 Code. Where there are any deviations from the provisions of the 2018 Code, appropriate explanations have been provided in this report. BOARD MATTERS Principle 1: The Board’s Conduct of Affairs The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company. Directors are expected to objectively discharge their fiduciary duties and responsibilities at all times in the best interests of the Company and ensure proper accountability within the Company ( Provision 1.1 of 2018 Code ). The principal functions of the Board are ( Provision 1.1 of 2018 Code ): a. providing entrepreneurial leadership, setting corporate objectives and approving the Group’s key business strategies, human resources and financial objectives; b. ensure that the necessary resources are in place for the Company to meet its strategic objectives; c. approving the annual budget, major investments and divestments, and funding proposals; d. overseeing the processes for evaluating the adequacy and effectiveness of internal controls (including financial, operational, compliance and information technology controls) and risk management systems annually; e. setting appropriate tone-from-the-top and desired organisational culture; f. setting the Company’s values and standards, including ethical standards to ensure obligations to shareholders and other stakeholders are met including safeguarding of shareholders’ interests and the Company’s assets; g. identify key stakeholder groups and recognize the importance of their perception on the Company’s standing and reputation; h. approving the nominations of Directors and appointments of Key Management Personnel 1 ; i. approving financial statements, half year and full year results and relevant announcements; j. working with Management for the long-term success of the Company, reviewing Management’s performance and holding Management accountable for performance; k. assuming responsibility for corporate governance and compliance with the Companies Act and the rules and requirements of regulatory bodies; and l. consider sustainability issues, e.g. environmental and social factors as part of the Group’s strategic foundation. In a conflict of interest situation, a Director recuses/abstains himself from discussions and decisions involving the matter/issue of conflict ( Provision 1.1 of 2018 Code ). The Board has adopted internal guidelines on matters reserved for the Board’s approval including, the following material transactions, which have been clearly communicated to Management in writing ( Provision 1.3 of 2018 Code ) – • strategies and objectives of the Group; • investment and divestment; • funding and major capital investment; • acceptance of term loans and lines of credit from banks and financial institutions; • announcement of half-year and full-year results; • Chairman’s statement, corporate governance report and issue of Annual Report; • issuance of shares; and • proposal of/declaration of dividends. 1 Key Management Personnel means the CEO and other persons having authority and responsibility for planning, directing and controlling the activities of the Company.