Corporate Governance
The Board of Directors (the "Board") of IEV Holdings Limited (the "Company" and together with its subsidiaries, the "Group") is committed to maintaining a high standard of corporate governance to safeguard the interests of shareholders and to enhance corporate value and accountability. The Company believes that, the Code of Corporate Governance 2005 (the "Code") serves as a practical guide in defining duties and responsibilities of the Board of Directors.
The Company will continue to enhance its corporate governance practices appropriate to the conduct and growth of its business and to review such practices from time to time to ensure compliance with the Listing Manual Section B: Rules of Catalist (the "Catalist Rules") of the Singapore Exchange Securities Trading Limited (the "SGX-ST").
BOARD MATTERS
Principle 1: Effective Board to Lead and Control the Company
The Board is entrusted with the responsibility for the overall management of the Group with the primary function of protecting the interests of shareholders and to enhance long-term shareholder value. Besides carrying out its statutory duties and responsibilities, the Board reviews and advises on overall strategic plans and key operational initiatives, reviews management performance and assumes responsibility for overall corporate governance of the Group to ensure that the Group's strategies are in the interests of the Group and its shareholders.
The principal functions of the Board are:
- reviewing the financial results of the Group, internal controls, external audit reports and resource allocation;
- supervising and approving strategic directions of the Group;
- reviewing the business practices and risk management of the Group;
- approving the annual budgets and major funding proposals;
- approving and monitoring major investments, divestments, mergers and acquisitions;
- convening of shareholders' meetings;
- the appointment of Directors and key executives; and
- assuming responsibility for corporate governance.
To facilitate effective management and to support the Board in its duties, certain functions of the Board have been delegated to various Board Committees, namely the Audit Committee, Nominating Committee and Remuneration Committee. These committees function within clearly defined terms of references and operating procedures, which will be reviewed on a regular basis. The effectiveness of each committee will also be constantly reviewed by the Board. In addition, in order to strengthen the independence of the Board, the Company has appointed Mr. Ng Weng Sui Harry as its Lead Independent Director. The Lead Independent Director is also available to shareholders where they have concerns and such concerns are not resolved by the normal contact channels with the management or where such contact channels are not appropriate.
The Board has scheduled to meet at least four times a year to coincide such meetings with the review and approval of the Group's results announcements. The Board meets on a regular basis as and when necessary to address any specific significant matters that may arise. To ensure meetings are held regularly with maximum directors' participation, the Company's Articles of Association allows for the telephone and video-conferencing meetings.
Prior to their appointments, Directors are provided information on their duties as a director under the Singapore law. Directors are updated regularly on key accounting and regulatory changes. Where necessary, the Company arranges for presentations by external professionals, consultants and advisers on topics that would have an impact on the regulations and accounting standards, as well as the implications of certain regulatory changes affecting the responsibilities of the Directors.