Ntegrator International Ltd. - Annual Report 2020

19 CORPORATE GOVERNANCE REPORT BOARD MATTERS (continued) Principle 4: Board Membership (continued) Nominating Committee (continued) The objectives of the NC are to ensure that there is a formal and transparent process in the nomination, appointment and re-appointment of Directors to the Board and in the assessment of the effectiveness and contribution of the Board and its members to the welfare, strategic growth and development of the Company. The key duties of the NC are as follows ( Provisions 1.4 and 4.1 of 2018 Code ): (1) to review the Board structure, size and composition and makes recommendations to the Board with regards to any adjustments that are deemed necessary; (2) to review annually the independence of each Director with reference to the criteria set out in the Catalist Rules and the 2018 Code; (3) to review all nominations for new appointments and re-appointments of Directors and put forth their recommendations for approval by the Board; (4) to determine whether a Director is able to and has been adequately carrying out his duties as a Director of the Company, particularly, when a Director has multiple Board representations; (5) to review succession plans for Directors, in particular, the Chairman and Managing Director, and for Key Management Personnel; (6) to assess the effectiveness of the Board as a whole and its Board Committees and Directors; (7) to review training and professional development programmes for the Board, its Directors and Key Management Personnel; and (8) to develop a process for evaluation of the performance of the Board, its Board Committees and Directors. During the year, the NC met once to review the size and composition of the Board and the independence of the Independent Directors and to consider and recommend to the Board retiring Directors standing for election at the AGM, amongst its other duties ( Provision 1.4 of 2018 Code ). Under the Constitution of the Company, all Directors are subject to re-nomination and re-election at least once every 3 years. Mr Han Meng Siew and Mr Jimmy Chang Joo Whut will retire by rotation at the forthcoming AGM and have offered themselves for re-election. Mr Charles George St. John Reed, Mr Lai Chun Loong and Mr Lee Keen Whye have offered themselves for re-election and their continued appointment as Independent Directors are subject to approvals by shareholders in accordance with Catalist Rule 406(3)(d)(iii) (effective 1 January 2022). The NC has recommended the nominations of the Directors for re-election at the forthcoming AGM. Pursuant to Catalist Rule 720(5), information on the Directors to be re-elected at the forthcoming AGM are set out on pages 99 to 119 of the Annual Report. Each of the Directors (being a NC and/or Board member(s)) had recused himself from deliberation and voting in respect of his own nomination for re-election at the AGM. Although some of the Directors have multiple Board representations, the NC is satisfied that for FY2020, each Director had accorded sufficient time and effort in fulfilling his duties, responsibilities and obligations as a Board member and was able to adequately carry out his duties as a Director of the Company ( Provisions 1.5 and 4.5 of 2018 Code ). The Board concurred with the NC’s views. The NC and Board believe that setting a maximum number of listed company board representations is not meaningful as Directors should be assessed through qualitative factors such as competencies, contribution to discussions, attendance and time commitment in dealing with the Company’s affairs. None of the Directors have appointed any Alternate Director. Key information regarding Directors and their profiles are set out on pages 10 and 11 of the Annual Report ( Provision 4.5 of 2018 Code ). The shareholdings and interests of each Director are set out in the Directors’ Statement under the relevant section on page 48 of the Annual Report. When required, the search for new Directors will first be initiated through contacts or, recommendations of Board members and/or business associates. The NC assesses the suitability of candidate based on several factors, including Board composition and diversity, and each candidate’s competencies, skills, knowledge, experience and, ability and willingness to commit time to the Company, before making a recommendation to the Board for appointment ( Provision 4.3 of 2018 Code ).