Ntegrator International Ltd. - Annual Report 2020

20 CORPORATE GOVERNANCE REPORT BOARD MATTERS (continued) Principle 5: Board Performance ( including Provisions 5.1 and 5.2 of 2018 Code ) The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors. The NC has in place a formal performance evaluation process where the effectiveness of the Board as a whole and each of the Board Committees is assessed. This annual evaluation exercise provides an opportunity to obtain constructive feedback from each Director or committee member on whether the Board or Board Committee’s procedures and processes allowed Directors to discharge their duties effectively during the financial year under review and to propose changes which may be made to enhance Board/Board Committee effectiveness as a whole. Board performance evaluation for FY2020 was conducted by having all Directors complete a questionnaire covering the following areas/performance criteria – • Board structure. • Strategy and performance. • Governance – Board Risk Management & Internal Controls. • Board Function – Information to the Board, Board Procedures, CEO/Top Management and Standards of Conduct. In evaluating its performance, the Board also took into account the attendance, contribution and participation of each Director at Board meetings. Performance evaluations of Board Committees, namely, AC, NC and RC for FY2020 were also conducted by having all the Board Committee members complete a separate questionnaire in respect of each Board Committee. The performance criteria includes, amongst others – • The respective Board Committees’ structure, size and expertise. • Accountability and performance. • Board Committee Function – Information to the Board Committees, processes, relationship with or reporting to the Board and Standards of Conduct. • Attendance, contribution and participation of each member at Board Committee meetings. • Communications with shareholders. In addition to the Board and the Board Committees performance evaluations, a peer to peer evaluation in respect of FY2020 was carried out. The performance of all Directors, including the Chairman, were individually reviewed by their fellow Directors by completing a questionnaire, taking into consideration, amongst others, the Director’s business and industry knowledge, commitment, contributions and performance at Board and Board Committee meetings (including attendance, preparedness, participation and candour), communication skills and interaction with fellow Directors, Senior Management and auditors. For each of the performance evaluations of the Board, Board Committees and Directors, a summary of findings is prepared by the Company Secretary based on the completed questionnaires and is reviewed and deliberated by the NC before submitting to the Board. The Chairman of the NC confers with the Chairman of the Board on the findings and appropriate follow-up actions are taken as necessary. No external facilitator was engaged by the Company for the above evaluations. The NC, having reviewed the performance of the Board, Board Committees and Directors, is of the view that the performance of the Board as a whole, each Board Committee and, the contribution of each Director to the effectiveness of the Board has been satisfactory.