Ntegrator International Ltd. - Annual Report 2020

17 CORPORATE GOVERNANCE REPORT BOARD MATTERS (continued) Principle 2: Board Composition and Guidance (continued) In assessing objectivity and independent judgement, the NC had taken into account the approach, character, integrity and attitude of each Independent Director in dealing with affairs of the Company and, in particular each of his business, contractual or, other relationships which could be perceived to interfere with the exercise of the Director’s independent business judgement. This assessment is further supported by the written confirmation of independence in which each Independent Director is required to complete and submit to the NC for review. Based on the review, the NC was of the view that Mr Charles George St. John Reed, Mr Lai Chun Loong and Mr Lee Keen Whye, have each demonstrated independence of mind and objective judgement in discussion of matters and issues relating to the Group. In respect of each of these 3 Directors, the length of tenure in office has not in any way interfered with his exercise of independent judgement and has not hindered his ability to act in the best interest of the Company. The Independent Directors are independent in conduct, character and judgement. None of them are related to, nor they have any relationship (whether familial, business, financial, employment, or otherwise) with, the Company, its related corporations, its substantial shareholders or its officers or are in any circumstances that could interfere, or be reasonably perceived to interfere, with the exercise of their independent business judgement. In its assessment, the NC has taken into account the definition of independence/circumstances as stated in the 2018 Code and accompanying Practice Guidance and Catalist Rules of the SGX-ST ( Provisions 2.1 and 4.4 of 2018 Code ). The NC had recommended, and the Board had concurred that Mr St. John Reed, Mr Lai and Mr Lee continue to be independent in 2021 notwithstanding the length of tenure in office. Each member of the NC/Board had abstained from deliberation in respect of assessment of his own independence and length of service. As the tenure of the Independent Directors will breach the 9 years limit under Rule 406(3)(d)(iii) of the Catalist Rules which comes into effect on 1 January 2022, the NC and Board, after due deliberation, have recommended that the independence of Mr St. John Reed, Mr Lai and Mr Lee be affirmed by shareholders in compliance with Catalist Rule 406(3)(d)(iii), at the forthcoming Annual General Meeting (“AGM”). The continued appointment of the Independent Directors will be sought in separate resolutions by (A) all shareholders; and (B) shareholders excluding Directors and CEO and, associates of Directors and CEO. The resolutions, if approved, will remain in force until the earlier of the retirement or resignation of the Independent Director or, the conclusion of the third annual general meeting following the passing of the resolutions. In arriving at the decision to retain the Independent Directors beyond their 9 years tenure, the Board took into account the challenging global economic and social environment in the current pandemic in which the Group and its customers are operating under. Mr St. John Reed and Mr Lai have been with the Group since its IPO in 2005 whilst Mr Lee has been a Director since 2008. The Independent Directors are familiar with the Group’s operations, direction and business strategies. The retention of their services will provide stability to Board decision and cohesion during these challenging times. Should the continued appointment of any of the above-mentioned Directors as Independent Director not be approved at the AGM, he will remain as a Non-Executive Director until a replacement is appointed or, within 3 months of the date of the AGM. Taking into account the nature and scope of the Group’s operations and the requirements of its business, the NC and the Board are of the view that current size and composition of the Board and Board Committees are appropriate to facilitate effective decision making ( Provision 2.4 of 2018 Code ). The Company recognizes the benefits of having a diverse Board and has in FY2019, adopted a Board Diversity Policy which sets out the approach to achieve diversity of the Board ( Provision 2.4 of 2018 Code ). The NC is responsible to review and monitor its implementation and will recommend appropriate changes to the Board for consideration and approval. The Independent and Non-Executive Directors constructively challenge and assist with development of Management’s business proposals and, to review and monitor Management’s performance in meeting agreed goals and objectives. Independent Directors communicate with each other without the presence of Management, as and when the need arises ( Provision 2.5 of 2018 Code ).