The board of directors (the "Board" or "Directors") 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 Board confirms that, for the financial year ended 31 December 2018 ("FY2018"), the Company has generally adhered to the principles and guidelines set out in the Singapore Code of Corporate Governance 2012 (the "2012 CG Code"). Where there are deviations from the recommendations of the 2012 CG Code, appropriate explanations are provided in this Report. 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").
the Monetary Authority of Singapore had on 6 August 2018 issued the revised Code of Corporate Governance 2018 (the "2018 CG Code") which supersedes the 2012 CG Code and will take effect for annual reports covering financial years commencing 1 January 2019. the Board will review and set out the appropriate corporate practices in place to comply with the 2018 CG Code in the next annual report covering the financial ending 31 December 2019.
Principle 1 - The Board's Conduct of Affairs
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 shareholders' value. Besides carrying out its statutory duties and responsibilities, the Board reviews and advises on overall strategic plans and key operational initiatives, reviews the performance of the management of the Company (the "Management") 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 setting 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;
- appointing of Directors and key executives;
- assuming responsibility for corporate governance; and
- considering sustainability issues as part of the strategic formulation.
The Company has in place a limitation and authorisation policy. The policy contains materiality threshold(s) and a schedule of matters specifically reserved for the Board's approval. Below the Board's level, there are appropriate delegations of authority at the Executive Committee (which comprises the Group's key Management set out in pages 10 and 11 of this annual report) or the Management's level to facilitate operational efficiency.
The following matters have been reserved for the Board's decision:
- the Group's long-term objectives and commercial strategy;
- merger and amalgamation initiatives;
- ventures into new businesses and markets;
- acquisitions or divestments of any investment or asset by the Company or any of its subsidiaries;
- changes in capital structure;
- recommendation or declaration of dividends;
- remuneration packages for Executive Director and key Management and reviewing of their performance; and
- any matter required to be considered or approved by the Board as a matter of law or regulation.