(I) The Board of Directors
The Board (the “Board”) of Directors (the “Directors”) is committed to maintaining a high standard of corporate governance within Tru-Marine Pte Ltd (the “Company” or “Tru-Marine”) and its subsidiaries (the “Group”).
The Board oversees the business affairs of the Company and assumes responsibility for the Group’s overall strategic plans, key operational initiatives, major funding and investment proposals, financial performance reviews and corporate governance practices.
The Board is supported by the Audit and Risk Management Committee (“ARMC”), the Remuneration Committee (“RC”), the Nominating Committee (“NC”), and the Corporate Social Responsibility & Ethics Committee (“CSR&E”).
The Board conducts regular scheduled meetings at least four times a year and meets as and when warranted by particular circumstances between these scheduled meetings.
The Company will formalise orientation programmes for newly appointed Directors to ensure that they are familiar with the Group’s structure, its business and operations. Newly appointed Directors are expected to participate in the orientation programmes, which include meetings with the Group Executive Chairman and/or Group Chief Executive Officer and Finance Director to obtain in-depth knowledge and a better understanding of the Group’s business.
The Company has also set aside a training budget for its Directors to attend the relevant courses and seminars. The Directors are provided with updates on changes in the relevant laws and regulations, where appropriate, to enable them to make well-informed decisions and to discharge their duties responsibly.
Board approval is required for matters likely to have a material impact on the Group’s operations as well as matters other than in the ordinary course of business.
The Board’s principal functions include the review and approval of the following:
(a) Strategic plans, major investments and divestments as well as funding requirements;
(b) Budget and performance of the business;
(c) Interested persons transactions; and
(d) Dividend payments.
As a group, the Directors bring with them a broad range of expertise and experience in areas such as accounting, finance, business and management experience, industry knowledge, strategic planning, as well as customer-based experience and knowledge.
The diversity of the Directors’ experience allows for the useful exchange of ideas and views.
(II) Nominating Committee
The principal functions of the NC are summarised as follows:
(a) Reviews and makes recommendations to the Board on all Board appointments;
(b) Reviews the Board structure, size and composition and makes recommendations to the Board with regards to any adjustment that are deemed necessary;
(c) Reviews the board succession plans for Directors, in particular, the Chairman and the CEO;
(d) Determines the independence of each Director;
(e) Makes recommendations to the Board for the continuation of services by any Director who has reached the age of 70 (seventy) or otherwise;
(f) Assesses the effectiveness of the Board and its Board committees, the performance and contribution of each Director;
(g) Determines whether a Director is able to and has been adequately carrying out his duties as a Director of the Company, particularly when the Director has multiple Board representations;
(h) Reviews and recommends newly appointed Directors (including Alternate Directors, if applicable) and Directors retiring by rotation for re-election at each annual general meeting (“AGM”); and
(i) Reviews training and professional development programmes for the Board.
The NC has adopted a formal process of evaluating the performance of the Board and the Board Committees as a whole. This process involves the completion of a questionnaire by members. A summary of findings is prepared based on the completed questionnaires and is reviewed and deliberated by the NC and respective Board Committees. The Chairman of the NC confers with the Chairman of the Board on the findings and appropriate follow-up actions are taken as necessary.
The NC also has in place a process for the selection and appointment of Directors. The process provides for the identification of prospective candidates, a review of their skills, knowledge and experience and an assessment of the candidates’ suitability. Candidates found to be suitable to be appointed are recommended for consideration by the Board.
(III) Remuneration Committee
The RC reviews:
(a) The remuneration of the Executive Directors and senior executives of the Group;
(b) The fees for Independent Non-Executive Directors who are subject to shareholders’ approval at the AGM;
(c) The service contracts and terms of employment of the Executive Directors; and
(d) Makes the necessary recommendations to the Board.
The RC also has access to external professional advice on remuneration matters, if required.
(IV) Audit and Risk Management Committee
The ARMC performs the following functions:
(a) Reviews the annual and quarterly financial statements of the Company and the Group before submission to the Board for approval;
(b) Reviews with the external and internal auditors (IA), their audit plans, evaluation of the system of internal controls, audit reports and management letter and management’s response;
(c) Reviews and discusses with the external auditors, any suspected fraud or irregularity, or suspected infringement of any law, rules or regulations, which has or is likely to have a material impact on the Company’s operating results or financial position, and Management’s response;
(d) Reviews the adequacy and effectiveness of the Company’s risk management and material internal controls, including financial, operational and compliance controls, and risk management via reviews carried out by the IA;
(e) Reviews the cooperation given by Management to the external and IA;
(f) Reviews and nominates the appointment or re-appointment of the external auditors;
(g) Reviews the scope and findings of the internal audit procedures including the effectiveness of the Company’s internal audit function;
(h) Reviews interested person transactions, if any;
(i) Reviews the independence of the external auditors annually.
The Company has adopted a whistle blowing policy. Under this policy, the ARMC reviews arrangement by which staff and external parties may, in confidence, report possible improprieties in a responsible and effective manner.
The Board ensures that Management maintains a sound system of internal controls to safeguard shareholders’ investments and the Company’s assets. The ARMC reviews the adequacy of financial, operational, compliance and information technology controls and risk management policies. The ARMC is fully aware of the need to put in place a system of internal controls within the Group to safeguard shareholders’ interest and the Group’s assets, and to manage risks. The system is intended to provide reasonable but not absolute assurance against material misstatements or loss, and to safeguard assets and ensure maintenance of proper accounting records, reliability of financial information, compliance with appropriate legislation, regulation and best practice, and the identification and management of business risks.
Management regularly reviews and improves its business and operational activities to identify areas of significant business risks and takes appropriate measures to control and mitigate these risks. Management reviews all significant control policies and procedures and highlights all significant matters to the ARMC and the Board. Management is aware that risk management alone does not guarantee that business undertakings will not fail. However, by identifying and managing risks that may arise, Management can make more informed decisions and benefit from a better balance between risks and rewards. This helps to protect and also to create shareholders’ value.
The ARMC, on an annual basis, assesses the adequacy and effectiveness of the IA function by examining the scope of the internal audit work, the independence of areas reviewed and the internal audit reports on the state of the Group’s internal controls.
The IA perform detailed work to assist the ARMC in the evaluation of the Group’s financial, operational, compliance and information technology controls based on an internal audit plan approved by the ARMC. Any material non-compliance or weakness noted in internal controls, including recommendations for improvements, is reported to the ARMC. The ARMC also reviews the effectiveness of actions taken by Management in response to recommendations made by the IA.
In addition to the work performed by the IA, the External Auditors also perform tests of certain controls relevant to the preparation of the Group’s financial statements. The External Auditors report any significant deficiencies of such internal controls to the ARMC.
The Group had implemented an Enterprise Risk Management framework, which enables the identification, assessment, management and monitoring of key risks and controls of the Group’s business.
(V) Corporate Social Responsibility & Ethics Committee
The Board-level CSR&E provides its oversight to uphold the Company’s commitment to address the business, social and sustainability concerns associated with Company’s business.
At Tru-Marine, we believe that good governance is the key to a sustainable business. Our policies are underpinned by our long-held values of Operational Excellence, Customer Centricity, Innovation, Trust, Honour, Honesty, and Humility to provide the framework for managing economic, environmental, social, and governance (ESG) issues.
Managing environmental and social issues will be an integral part of our business model, going forward. Providing products and services that meet the requirements of customers and regulatory bodies requires stringent adherence to environmental and safety standards. Attention will be paid to social issues such as good labour practices and employee development to help ensure excellent delivery of our products and solutions. We value our relationships with our clients and the wider community, and the strong ties forged will help us tide over difficult times. We believe that in the long term, these efforts will be reflected in our economic performance.
We recognise the importance of risk management as a core part of responsible business management. To ensure an acceptable balance between risk and return, the Group continues to identify, assess and mitigate risks more effectively by adopting a cross-functional approach. A Group-wide Enterprise Risk Assessment is carried out at least annually and more often if necessitated by changes in the business environment, to manage operational risks and take mitigating actions to reduce the risk of business disruptions.
The Group will intensify efforts to develop a Group-wide sustainability platform to support the Group’s greening efforts and ESG initiatives encompassing the following:
Business Ethics, Compliance and Anti-Corruption
As a responsible business, we insist on upholding ethics, compliance, and anti-corruption throughout the entire value chain. We take a strong stand against corruptive practices and this value has been communicated during meetings to all our employees, major suppliers and business partners. Any form of corruption is escalated to the Chairman.
Compliance with rules and regulations is also a key part of being a responsible business. We keep ourselves up to date with international and local laws.
Operating in the information communications and technology business means that data privacy and cyber-security are important aspects of business ethics and compliance. The Group safeguards against these risks by implementing policies such as the Personal Data Protection Act Policy, which apply to both internal and external stakeholders. Access to personal data is restricted to only authorized persons and strictly enforced.
Economic Performance and Productivity
We ensure that our economic performance remains healthy, in order to distribute value to our stakeholders for the long term. Besides generating revenue from our sales of products and services, saving costs throughout the value chain is also an essential pillar of our business.
Occupational Health and Safety
The health and safety of our workers are our #1 concern at all stages of our business cycle.
People Development, Labour Relations and Standards
Our employees at every stage of our value chain will be given development opportunities as well as fair and equitable labour employment terms, in accordance with acceptable labour regulations in the countries we operate, such as those prescribed by the Ministry of Manpower.
Product responsibility applies throughout the value chain. Procured equipment and used products will not be produced or disposed of at the expense of the natural environment or community. At the sales and servicing stage, we ensure that key product responsibility issues relating to workplace health, such as radiation, are addressed.
We endeavour to indirectly impact our suppliers and their communities positively through our procurement practices.
We recognise that we directly impact the maritime community whom we provide products and services, as well as indirectly the societies where we implement community engagements and the areas where our products are disposed of.
Diversity and Inclusion
We believe that a diverse and inclusive working environment at every stage of the value chain is important for employee satisfaction and productivity.
As a Group, we believe that by being a good corporate citizen through conscientiously prescribing and subscribing to this as a purpose, is good business.