With formidable roots in the Oil & Gas services sector, T7 Global stands today as a brand that is focused, energetic and enduring. Over the years, we have grown to diversify into industries that make a difference to the way we live. We are actively changing the game in today’s oil & gas, design & engineering, education, property, infrastructure, aerospace and investment sectors, delivering with integrity, transparency and clarity of vision.
STATEMENT OF CORPORATE GOVERNANCE
The Board of Directors (“Board”) recognises the importance of good corporate governance and is committed to the establishment and implementation of a proper framework and controls that are in line with the principles and best practices as recommended by the Code.
The Board will continuously evaluate the status of the Group’s corporate governance practices and procedures with a view to adopt and implement the Best Practices of the Code wherever applicable in the best interests of the shareholders of the Company. The Board has generally applied the Principles and Best Practices of the Code.
The Board is pleased to report herein the manner in which the Company has applied the Principles of the Code and the extent to which it has complied with the Best Practices of the Code.
RESPONSIBILITIES OF DIRECTORS
The Board is fully aware of its role and has adopted the specific responsibilities that are listed in the Code, which facilitates the discharge of the Board’s stewardship responsibilities.
The Board of Directors consists of nine (9) members comprising two (2) executive directors, and six (6) independent non-executive directors and one (1) non independent non-executive director. The Board has complied with Paragraph 15.02 of the Listing Requirements that at least two or one-third of the Board, whichever is the higher is independent directors. The Board considers its current size adequate given the existing scope and nature of the Group’s business operations.
The Board is responsible for implementing the policies and decisions of the Board, overseeing the operations and developing the business and corporate strategies of the Group. The Board also monitors the performance of the Group and ensures that a proper internal control system is in place. The presence of independent non-executive directors is to provide independent and unbiased views of financial and business inputs for the interests of the Group.
The Board has conducted an assessment on Directors, except for those appointed recently.
The Company has also formalized a set of ethical standards through a code of conduct, which is subject to periodical review, to ensure Directors practice ethical, businesslike and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members.
The Board has established board committees to assist the Board in discharging their duties. These committees are as follows:-
- Audit Committee
- Nominating Committee
- Remuneration Committee
- Share Issuance Scheme Committee
The Group maintains a system of internal control that serves to safeguard its assets; identify and manage risk; ensure compliance with statutory and regulatory requirements; and to ensure operational results are closely monitored and substantial variances are promptly explained.
Whilst the Board maintains control and direction over appropriate strategic, financial, organizational and compliance issues, it has delegated the implementation of the system of internal controls to the executive management, led by the Chief Executive Officer. The Chief Executive Officer, who is empowered to manage the business of the Group, has primary operational responsibility for the system of internal controls.
The Board convenes meetings on quarterly basis in order to maintain full and effective supervision. The Chief Executive Officer, being the principal channel of communication between the Board and the management, will lead the presentation of Board papers and provide comprehensive explanation on main issues. In arriving at any decisions based on recommendations by management and the Audit Committee, a thorough deliberation and discussion by the Board is a prerequisite.
The salient features of the Group’s system of internal control include, inter alia :-
- An organizational structure with clearly defined lines of responsibility and relevant authority has been set up for the Group.
- The Group’s management with the assistance of a centralized human resource function sets the policies for recruitment, training and appraisal of the employees within the Group.
- Policies and procedures which sets out the compliance standards for daily operations for the respective business units of the Group;
- The Group’s management meets monthly to review the operational and financial performance of the businesses in the Group and its subsidiaries, and to discuss key business, operational and management issues.
- The Board of Directors receives and reviews quarterly performance reports on the Group and its subsidiaries from the management, and discuss on significant business and risk issues.
The Group has a whistle-blowing policy and procedure to provide opportunity for employees, directors and others to raise their concerns of any malpractice within the Group. The objective of the policy and procedure is to provide and facilitate a mechanism for whistleblower to report concern about any suspected and/or known misconduct, wrongdoings, corruption, fraud, waste and/or any abuse of power.
This will enable each case/issue can be investigated and for appropriate action to be taken to ensure that the matter is resolved effectively and within the Company wherever possible.
The Group has engaged external internal audit professional firm during the year to perform the internal audit function of the Group. The internal audit firm reports directly to the Audit Committee and administratively to the Chief Executive Officer. The activities of the internal audit firm are guided by the Internal Audit Charter that provides its independence in evaluating and reporting on the adequacy, integrity and effectiveness of the overall internal control system, risk management and corporate governance in the Group using a systematic and disciplined approach. The reviews and control improvement initiatives conducted by the internal audit firm during the year were defined in an annual audit plan approved by the Audit Committee. The audit plan encompassed the issuance of internal audit charter, documented terms of reference for the Board and Board Committees, director’s code of ethics, service provider code of conduct and fraud prevention manual.
Other initiatives undertaken by the internal audit professional firm include the review of risk management policies in key subsidiaries and operational review of project management within the Group. The corresponding reports of the audit reviews performed were presented to the Audit Committee and forwarded to the Management for attention and corrective actions. The Management is responsible for ensuring that the recommended corrective actions are taken within the required timeframe.
Various management and reporting meetings were held to ensure that the internal audit policies are implemented and communicated effectively throughout all divisions within the Group.
Risk Management is regarded by the Board to be an integral part of the business operations. The Board maintains an on-going commitment to enhance the Group’s control environment and processes. The key risks relating to the Group’s operations and strategic and business plans are addressed at Management’s meetings. Significant risks identified by the Management are to be brought to the attention of the Board at their scheduled meetings.
The above mentioned practices/initiatives put in place by the Board serve as the on-going practice used to identify, evaluate and manage significant risks during the financial year under review. In view of the recent weaknesses on the Group’s corporate governance and internal control systems that have come to the Board’s attention, the Board is in the process of addressing these weaknesses noted so as to improve the effectiveness and efficiency of the risk management function and the internal control systems of the Group.
The Audit Committee consists of: