Ntegrator International Ltd. - Annual Report 2020

18 CORPORATE GOVERNANCE REPORT BOARD MATTERS (continued) Principle 3: Chairman and Managing Director There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making. The functions of the Chairman and the Managing Director are assumed by two individuals. The Chairman, Mr Han Meng Siew and the Managing Director, Mr Jimmy Chang are both Executive Directors ( Provision 3.1 of 2018 Code ). There is distinct division of responsibilities between the Chairman and the Managing Director, who are not related to one another and have no close family ties and are not immediate family members. The Chairman and the Managing Director are the most senior executives in the Company. The Managing Director assumes executive responsibilities for the Company’s business while the Chairman assumes responsibility for the management of the Board. As the Chairman and the Managing Director perform separate functions, authority and accountability are not compromised ( Provisions 3.1 and 3.2 of 2018 Code ). The Chairman ( Provision 3.2 of 2018 Code ):- (a) leads the Board to ensure its effectiveness on all aspects of its role; (b) sets the agenda and ensures that adequate time is available for discussion of all agenda items, in particular strategic issues; (c) promotes a culture of openness and debate at the Board; (d) ensures that the Directors receive complete, adequate and timely information; (e) ensures effective communication with shareholders; (f) encourages constructive relations within the Board and between the Board and Management; (g) facilitates the effective contribution of Non-Executive Directors in particular; and (h) promotes high standards of corporate governance. The Managing Director makes key decisions on the management and operations of the Group and is responsible for the conduct of the business and affairs of the Group, supported by the key management ( Provision 3.2 of 2018 Code ). In line with Provision 3.3 of the 2018 Code, Mr Charles George St. John Reed was appointed as Lead Independent Director with effect from 2 March 2015. As Lead Independent Director, Mr St. John Reed is available to address shareholders’ concerns on issues for which communication with the Executive Chairman or Financial Controller has failed to resolve, or where such communication is inappropriate or inadequate. Shareholders may direct their concerns to the Lead Independent Director via email at charles@royalgreyhound.com.sg . Where appropriate and necessary, the Independent Directors would meet without the presence of the Executive Directors and Management, for the Lead Independent Director to provide feedback to the Chairman ( Provision 2.5 of 2018 Code ). Principle 4: Board Membership The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board. Nominating Committee The NC comprises 3 Directors, all of whom are independent ( Provision 4.2 of 2018 Code ), namely – Lee Keen Whye (Chairman) Charles George St. John Reed Lai Chun Loong The Lead Independent Director, Mr Charles George St. John Reed, is a member of the NC ( Provision 4.2 of 2018 Code ).