The Board of Directors (“The Board”) and Management of ISR are committed to uphold good corporate governance. ISR recognises the importance of practising good corporate governance as fundamental in creating value for its shareholders, safeguarding of ISR’s assets and enhancing financial performance. ISR, being listed on the SGX, reports annually on its compliance with the Singapore Code of Corporate Governance (“Code”).
- Nominating Committee
The Company had established a Nominating Committee (“NC”) to make recommendations to the Board on all board appointments.
The NC comprises the following three (3) Directors, a majority of whom including the Chairman of the NC, are Independent Non-Executive Directors:
- Dato’ Seri Krishna Kumar Sivasubramaniam (Chairman)
- Datuk Md Wira Dani Bin Abdul Daim
- Mr Kwok Wei Woon
The NC Chairman is not associated with any substantial shareholders of the Company.
The NC is governed by the NC’s Terms of Reference which describes the duties and functions of the NC.
The duties and functions of the NC are as follows:–
- to make recommendations to the Board on all board appointments, including re-nominations, having regard to the Director’s competencies, commitment, contribution and performance (for example attendance, preparedness, participation, candour and others);
- to determine annually whether a Director is independent;
- where a Director has multiple board representations, to decide whether a Director is able to and has adequately carried out his duties as Director, having regard to the competing time commitments that are faced when serving on multiple boards;
- to decide how the Board’s performance may be evaluated and propose objective performance criteria that allow comparison with industry peers, for approval by the Board, and that address how the Board has enhanced long-term shareholders’ value;
- to review the structure, composition and size of the Board;
- to review board succession plans for Directors; and
- to determine the appropriate training and professional development program for the Board.
- Remuneration Committee
The Remuneration Committee (“RC”) comprises the following three (3) Directors, all of whom including the Chairman of the RC, are Independent Non-Executive Directors:
- Mr Levin Lee Keng Weng (Chairman)
- Mr Kwok Wei Woon
- Dato’ Seri Krishna Kumar Sivasubramaniam
The RC is governed by the RC’s Terms of Reference which describes the duties and powers of the RC.
The RC is responsible:–
- to recommend to the Board a framework of remuneration for the Board and key management personnel, and to determine specific remuneration packages for each Executive Director, which covers all aspects of remuneration including but not limited to Directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards, and benefits in kind;
- in the case of service contracts of Directors (if any), to review and to recommend to the Board, the terms of renewal of service contracts and to consider the compensation commitments of the service contracts in the event of early termination;
- in respect of any long term incentive schemes including any share option or share scheme, to administer and to consider whether an employee or Director is eligible for the benefits under such scheme;
- to appoint and retain such professional consultancy firm deemed necessary to enable the RC to discharge their duties satisfactorily; and
- to review the Company’s obligations arising in the event of termination of the Executive Directors and key management personnel’s contracts of service, to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous.
- Audit Committee
The AC comprises the following three (3) Directors, all of whom including the Chairman of the AC, are Independent Non-Executive Directors:
- Mr Kwok Wei Woon (Chairman)
- Dato’ Seri Krishna Kumar Sivasubramaniam
- Mr Levin Lee Keng Weng
The Board ensures that the members of the AC are appropriately qualified to discharge their responsibilities. Mr Kwok Wei Woon, Dato’ Seri Krishna Kumar Sivasubramaniam and Mr Levin Lee Keng Weng are all qualified professionals and they possess the requisite accounting and financial management expertise and experience.
The AC takes measures to keep abreast of the changes to accounting standards and issues which have a direct impact on the financial statements, with regular updates by the independent auditors on changes or amendments to accounting standards.
The AC is governed by its Terms of Reference which highlights its duties and functions as follows:–
- to review with the external auditor, the audit plan, their evaluation of the Group’s system of internal accounting controls, their audit report, management letter and Management’s responses; and also to review the assistance given by the Company’s officers to the external auditor;
- to review the scope and results of audit and its cost effectiveness and the independence and objectivity of the external auditor. Where the external auditor also provides a substantial volume of non-audit services to the Company, to review the nature and extent of such services to maintain the balance of objectivity and value for money;
- to review the half-year and full-year financial results of the Company and the consolidated financial statements of the Group before submission to the Board for approval;
- to review annually the effectiveness of the Company’s material internal controls including financial, operational, information technology and compliance control and risk management;
- to review the independence of the external auditor annually;
- to consider and make recommendations to the Board on the appointment, re-appointment and removal of external auditor, their remuneration and terms of engagement;
- to ensure that the internal audit function, is adequately resourced and has appropriate standing within the Company and to review the adequacy of the function annually;
- to review the scope and results of the internal audit procedures;
- to meet with the external and internal auditors without the presence of Management, annually;
- to review interested persons transactions to comply with the rules of the Listing Manual of the SGX-ST and other relevant statutory requirements and any potential conflicts of interest; and
- to commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rules or regulations which has or is likely to have a material impact on the operating results and financial position of the Group.
Best practices of the Code include having an independent board, adopting transparent procedures and maintaining sound systems of internal controls. To assist in the execution of its responsibilities, the Board has established a Nominating Committee, Remuneration Committee and also an Audit Committee with formally delegated duties and responsibilities.
These established committees function within clearly defined terms of references and operating procedures, which are reviewed on a regular basis, and the effectiveness of these committees is also constantly reviewed by the Board.