Ntegrator International Ltd. - Annual Report 2020

15 CORPORATE GOVERNANCE REPORT BOARD MATTERS (continued) Principle 1: The Board’s Conduct of Affairs (continued) To assist the Board in discharging its duties, the Board delegates specific functions to its Board Committees, namely, the Audit Committee (“AC”), the Nominating Committee (“NC”) and the Remuneration Committee (“RC”). Each Board Committee operates within its own Terms of Reference which set out in writing the composition, duties, authority and responsibilities of each committee. Board Committees remain accountable to the Board ( Provision 1.4 of 2018 Code ). The Board conducts regular scheduled meetings during the year. When required, ad-hoc meetings are conducted to address significant issues or approve major transactions. The Company’s Constitution allows Board meetings to be conducted by way of telephone conferencing or any other electronic means of communications. When a physical meeting is not possible, timely communication with the Directors is achieved through electronic means and circulation of written resolutions for approval. The attendance of the Directors at meetings of the Board and Board Committees and general meetings, as well as the frequency of such meetings in the Financial Year 2020 (“FY2020”) are summarised in the table below ( Provisions 1.5 and 11.3 of 2018 Code ): Directors Board Meetings AC Meetings RC Meeting NC Meeting Annual General Meeting Extraordinary General Meeting Han Meng Siew 2 2* 1* 1* 1 1 Chang Joo Whut 2 2* 1* 1* 1 1 Charles George St. John Reed 2 2 1 1 1 1 Lai Chun Loong 2 2 1 1 1 1 Lee Keen Whye 2 2 1 1 1 1 No. of Meetings Held in FY2020 2 2 1 1 1 1 * Attendance of Director (who was non-member) by invitation of the Board Committee. The Directors are familiar with the Group’s business and governance practices and have been briefed on their duties and responsibilities as Directors of a listed company. In addition, Directors are regularly briefed on changes to Accounting Standards, Companies Act, Listing Rules and Corporate Governance rules/regulations by the External Auditor, Company Secretary and Sponsor ( Provision 1.2 of 2018 Code ). To keep abreast with latest developments in corporate, financial, accounting, legal, industry-specific knowledge and other compliance requirements, Directors (including first time directors) are also, encouraged to attend training courses/seminars funded by the Company ( Provision 1.2 of 2018 Code ). New Directors, when appointed to the Board, would be briefed on the Group’s business activities and its strategic directions as well as statutory and other duties, responsibilities and obligations as a Director ( Provisions 1.2 and 4.5 of 2018 Code ). Formal letters are issued upon appointment, to further explain their duties and obligations. There was no appointment of new Director in 2020. The Board is accountable to shareholders while Management is accountable to the Board. Management presents to the Board half-year and full-year financial statements and such other reports, prior to meetings and as when required. As the Group’s business is based on projects and contracts, Management provides the Board with regular updates and status of such projects/contracts either verbally, in writing or, at meetings ( Provision 1.6 of 2018 Code ). Reports on the Company’s performance and business activities and appropriate detailed management accounts together with explanation and information are provided to every Board member in a timely manner and, as and when required by the Board, to enable the Board to make a balanced and informed assessment of the Group’s performance, financial position and prospects. Such information includes background information, copies of disclosure documents, management reports, budgets, forecasts, financial statements, variance analysis and related documents in respect of matters brought before the Board for discussion. In respect of the budget, any material variances between projections and results will be disclosed and explained ( Provision 1.6 of 2018 Code ).