EnGro Corporation Limited is committed to maintaining a high standard of corporate governance within the Company and its subsidiaries . Good corporate governance establishes and maintains an ethical environment within the Group, and serves to enhance the interests of the shareholders of the Company.
In this section, you’ll find an overview of our commitment, procedures and adherence to corporate governance principles.
Board of Directors (the Board)
The Board comprises five directors, two of whom are executive directors and three of whom are independent and non-executive directors. The Board’s principal functions include supervising the overall management and performance of the business and affairs of the Group and approving the Group’s corporate and strategic policies. The Board dictates the strategic direction and management of the Group through quarterly reviews of the financial performance of the Group and the Company.
Nominating Committee (NC)
The NC comprises three members. The NC meets at least once a year. The NC’s main responsibility is to review the appointments and re-nomination of directors. The NC evaluates on an annual basis in consultation with the Chairman, the performance and effectiveness of the Board and individual directors based on assessment parameters adopted by the Committee.
Audit Committee (AC)
The AC comprises three members, majority of whom are independent and have extensive experience in accounting and finance related matters. The AC meets at least 4 times a year. The responsibilities of the AC, include among others, the review and evaluation of the external auditors audit plan and review of draft quarterly financial statements of the Group and Company and related announcements to SGX-ST.
The Company ensures that the Internal Audit function (IA) meets the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors. IA reports directly to the chairman of the AC on audit matters and to the CEO on administrative matters.
Remuneration Committee (RC)
The RC comprises of three members. The function of the RC includes the setting up and implementation of formal and transparent processes by which the remuneration packages of all executive directors (in the form of service agreements) and non-executive directors are formulated and approved. The RC also administers the Company’s Executive Share Option Scheme. The RC has access to outside expert advice on all remuneration matters at the Company’s expense.
Communications with the Shareholders
The Company adopts quarterly reporting of its financial results, published via MASNET. The Company also holds ad-hoc media and analysts briefings, and publishes press releases of its financial results. All Shareholders receive the annual report and the notice of AGM.
Greater Shareholder Participation
The Board welcomes the views of Shareholders on matters affecting the Company, whether at Shareholders’ meetings or on an ad hoc basis. At AGMs, Shareholders are given the opportunity to air their views and to ask the directors and Management questions regarding the Group.
Dealings in Securities
The Company adopts the SGX-ST Best Practices Guide applicable in relation to dealings in the Company’s securities by its officers. Our officers must not deal in the Company’s shares while they are in possession of unpublished material price sensitive information and during the period commencing two weeks before the announcement of the Companys first three quarters results and one month before the announcement of the Company’s annual financial results; and ending on the date of the announcement of such financial results.