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Corporate Governance

  • The board of directors of OIO Holdings Limited are strongly committed to high standards of corporate governance which are essential to the stability and sustainability of the performance of the Company and its subsidiaries (the “Group”), promotion of corporate transparency, accountability and integrity of the Group, protection of the interests of the Company’s shareholders and maximisation of long-term shareholder value.
  • The Singapore Exchange Securities Trading Limited Listing Manual Section B: Rules of Catalist (the “Catalist Rules”) requires all listed companies to describe in their annual reports, their corporate governance practices, with specific reference to the principles of the Code of Corporate Governance dated 6 August 2018 (the “Code”).
  • The Board confirmed that for the financial year ended 31 December 2019 (“FY2019”), the Company has generally adhered to the principles and provisions as set out in the Code, save as otherwise explained below. The Company is also guided by the voluntary Practice Guidance which was issued to complement the Code and which sets out best practice standards for companies.

  • The principal functions of the Board, apart from its statutory responsibilities, are:
      • Reviewing and approving the corporate policies, strategies, budgets and financial plans of the Company;
      • Monitoring financial performance, including approval of the full year and interim financial reports of the Company;
      • Approving major investment and funding decisions;
      • Reviewing the evaluation process on the adequacy of internal controls, risk management, financial reporting and compliance;
      • Overseeing the business and affairs of the Company, establishing the strategies and financial objectives to be implemented by the Management and monitoring the performance of the Management;
      • Identifying the key stakeholder groups whose perceptions affect the Company’s reputation;
      • Setting the Company’s values and standards, and ensuring that obligations to shareholders and other stakeholders are understood and met;
      • Considering sustainability issues such as environmental and social factors, as part of its strategic formulation;
      • provide entrepreneurial leadership, set strategic aims and ensure that the necessary financial and human resources are in place for the Group to meet its objectives; establish a framework of prudent and effective controls which enables the identification, assessment and management of risks, including safeguarding of Shareholders’ interests and the Group’s assets; and
      • provide oversight of the proper conduct of the Group’s business and assume responsibility for corporate governance.
      • As at the date of this Report, the Board comprises the following members, all of whom have the appropriate core competencies and diversity of experience needed to enable them to effectively contribute to the Group.
        • Fan Chee Seng – Executive Chairman
        • Yuksaku Mishima  – Non-Independent Non-Executive Director
        • Foo Kia Juah – Independent Non-Executive Director
        • Kok Cheang Hung  – Independent Non-Executive Director
        • Tee Hian Chong  – Independent Non-Executive Director
      • To assist the Board in the execution of its responsibilities, various Board committees, namely, the Audit Committee (“AC”), Nominating Committee (“NC”) and Remuneration Committee (“RC”) that are headed by Independent Directors, have been established and delegated with certain functions. The chairman of the respective committees will report to the Board on the outcome of the committee meetings and their recommendations on the specific agendas mandated to the committees by the Board. Further details of the scope and functions of the various committees are provided below in this Report.

  • The AC comprises three members, all of whom are Non-Executive Directors:–
    • Kok Cheang Hung
    • Tee Hian Chong
    • Yuksaku Mishima
  • The majority of the AC, including the Chairman of the AC, is independent. No former partner or director of the Company’s existing audit firm or auditing corporation is a member of the AC. Most of the members of the AC have sufficient accounting or financial management expertise, as interpreted by the Board in its business judgment, to discharge the AC’s functions. The AC holds at least two meetings in each financial year.
  • The written terms of reference of the AC have been approved and adopted, and they include the following:
    • (a)  reviewing the audit plans and scope of work of the external auditors and the internal auditors, including the results of the external and internal auditors’ review and evaluation of the Group’s system of internal controls, the management letters on the internal controls and the Management’s response, and monitoring the implementation of the internal control recommendations made by the external and internal auditors;
    • (b)  reviewing and reporting to the Board at least annually the adequacy and effectiveness of the Group’s internal controls, including financial, operational, compliance and information technology controls and risk management systems, prior to the incorporation of such results in the Company’s annual report;
    • (c)  reviewing the interim financial results and annual consolidated financial statements and the external auditors’ report on the annual consolidated financial statements, and discussing any significant adjustments, major risk areas, changes in accounting policies and practices, significant financial reporting issues and judgements, compliance with Singapore financial reporting standards (international) as well as compliance with the Catalist Rules and other statutory or regulatory requirements, concerns and issues arising from their audits including any matters which the auditors may wish to discuss in the absence of Management to ensure the integrity of the financial statements of the Group and any announcements relating to the Company’s financial performance, where necessary, before submission to the Board for approval;
    • (d)  reviewing and discussing with the external and internal auditors, any suspected fraud, irregularity or infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group’s operating results or financial position and the Management’s response;
    • (e)  reviewing and ensuring the co-ordination between internal auditors, external auditors and the Management, including the assistance given by the Management to the auditors;
    • (f)  reviewing the audit plan of the external auditor and the result of the external auditor’s review and evaluation of the Group’s system of internal accounting controls that are relevant to the statutory audit;
    • (g)  making recommendations to the Board on the proposals to the Shareholders with regard to the appointment, re-appointment and removal of the external auditors, and approving the remuneration and terms of engagement of the external auditors;
    • (h)  reviewing the audit plan of the internal auditor, including the results of the internal auditor’s review and evaluation of the Group’s system of internal controls;
    • (i)  reviewing and ratifying any interested person transactions falling within the scope of Chapter 9 of the Catalist Rules, and approving interested person transactions where the value thereof amount to 3% or more of the latest audited NTA of the Group (either individually or as part of a series or are aggregated with other transactions involving the same interested person during the same financial year), or any agreement or arrangement with an interested person that is not in the ordinary course of business of the Group, prior to the Group’s entry into the transaction, agreement or arrangement;
    • (j)  reviewing potential conflicts of interests (if any);
    • (k)  reviewing the policy and arrangements by which employees of the Group and any other persons may, in confidence, report to the Chairman of the AC, concerns about possible improprieties in financial reporting or other matters and ensuring that there are arrangements in place for such concerns to be safely raised and independently investigated, and for appropriate follow-up action to be taken;
    • (l)  reviewing the adequacy, effectiveness, independence, scope and results of the external audit and the Company’s internal audit function;
    • (m)  reviewing the scope and results of the external audit and its cost effectiveness and the independence and objectivity of the external auditor, and where the external auditor also provides a substantial volume of non-audit services to the Company, keeping the nature and extent of such services under review, seeking to maintain objectivity;
    • (n)  reviewing the assurance from the Managing Director and the Head of Finance and Administration on the financial records and financial statements; and
    • (o)  undertaking such other reviews and projects as may be requested by the Board and reporting to the Board its findings from time to time on matters arising and requiring the attention of the AC.

  • The NC comprises the following members, all of whom are Non-Executive and Independent.
    • Foo Kia Juah
    • Tee Hian Chong
    • Yuksaku Mishima
  • The NC’s key terms of reference, describing its responsibilities, include:
    • (a)  Reviewing and recommending the appointment and re-appointment of the Directors having regard to the Director’s contribution and performance, including attendance, preparedness and participation;
    • (b)  Determining on an annual basis whether or not a Director is independent in accordance with the Code;
    • (c)  Reviewing the training and professional development programs for the Board;
    • (d)  Reviewing a Director’s multiple board representations on various companies and deciding whether or not such Director is able to and has been adequately carrying out his duties as director;
    • (e)  Deciding on how the Board’s performance is to be evaluated and proposing objective performance criteria subject to the approval by the Board; and
    • (f)  The review of succession plans for the Company’s Directors, in particular, the appointment and/or replacement of the Executive Chairman and key management personnel.

  • The RC comprises entirely of Non-executive Directors, majority of whom, including the Chairman of the RC, is independent:
    • Foo Kia Juah
    • Tee Hian Chong
    • Yuksaku Mishima
  • The principal functions of the RC, regulated by written terms of reference and undertaken by the RC during FY2019, include the following:
    • (a)  To recommend to the Board all matters relating to the specific remuneration packages, including but not limited to directors’ fees, salaries, allowances, bonuses and benefits-in-kind, of the Directors and key management personnel as well as to ensure the termination terms are fair;
    • (b)  To review and ensure that the remuneration framework of the Directors and key-management personnel should be aligned with the long-term interest and risk policies of the Company;
    • (c)  To structure a significant and appropriate proportion of Executive Director’s and key management personnel’s remuneration so as to link rewards to corporate and individual performances. Such remuneration should also be aligned with the interests of shareholders and promote the long-term success of the Company; and
    • (d)  To review and ensure that the remuneration of Non-executive Directors should be appropriate to the level of contribution, taking into account factors such as effort and time spent and responsibilities of the Directors and they should not be over-compensated to the extent that their independence may be compromised.