Ntegrator International Ltd. - Annual Report 2020

16 CORPORATE GOVERNANCE REPORT BOARD MATTERS (continued) Principle 1: The Board’s Conduct of Affairs (continued) To keep the Board abreast with the Group’s business, the Executive Chairman meets or communicates (via electronic means) with the Independent Directors regularly to keep them updated and apprised of Group strategies, on-going projects, business environment and related developments that may impact the Group ( Provision 1.6 of 2018 Code ). All Directors have direct and independent access to Senior Management and to the Company Secretary and are entitled to request from Management and be provided with such additional information as needed to make informed decisions, in a timely manner ( Provisions 1.6 and 1.7 of 2018 Code ). The Directors, whether individually or collectively, may in furtherance of their duties, seek and obtain independent professional advice as and when the need arises, at the expense of the Company ( Provision 1.7 of 2018 Code ). The appointment of the Company Secretary and any change thereof is a matter for the Board ( Provision 1.7 of 2018 Code ). The Company Secretary attends all Board and Board Committee meetings and ensures that Board procedures are followed, and that applicable rules and regulations are complied with. The Company Secretary is responsible for ensuring good information flow within the Board and its Board Committees and between Management and Non-Executive Directors; advising the Board on all governance matters, as well as facilitating orientation and assisting with professional development. Principle 2: Board Composition and Guidance The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company. The Board comprises 5 Directors, more than half of whom are Independent Directors ( Provisions 2.2 and 2.3 of 2018 Code ). The composition of the Board is – Executive Directors Han Meng Siew (Executive Chairman) Jimmy Chang Joo Whut (Managing Director) Independent Non-Executive Directors Charles George St. John Reed (Lead Independent Director) Lai Chun Loong Lee Keen Whye The Board comprises Directors who are professionals with core competencies, such as business or management expertise, finance and strategic planning experience, customer and industry-based exposure and knowledge. As a group, the Board provides an appropriate balance and diversity of skills, experience and knowledge that each Director brings in harnessing Group strategy and objective ( Provision 2.4 of 2018 Code ). Details of the Directors’ academic/professional qualification and other appointments are set out on pages 10 and 11 of the Annual Report. The NC rigorously reviews the independence of non-executive Directors annually, particularly those who have served more than 9 years ( Provision 4.4 of 2018 Code ). As at 31 December 2020, all 3 Independent Directors have served on the Board for more than 9 years. The NC had assessed the independence of Mr Charles George St. John Reed, Mr Lai Chun Loong and Mr Lee Keen Whye, taking into consideration each of their ability to exercise independence and objectivity of mind to act honestly and in the best interest of the Company.