CORPORATE GOVERNANCE REPORT Rex International Holding Limited 141 However, not all of the members of the AC are Non-Executive Directors. Mr John d’Abo, the Executive Chairman, is a member of the AC. Taking into account that he would be able to provide relevant input and guidance to the AC, given his familiarity with the Group’s activities as well as industry and market practices in jurisdictions where the Group operates, the NC had recommended his appointment to the Board. The Board had then approved his appointment as a member of the AC. Further, the Board is of the opinion that the AC continues to have majority representation of independent directors, and the independent directors collectively, would have the decisive vote in relation to proposals made by the Management. The AC (excluding Mr John d’Abo) meets with the external and internal auditors without the presence of Management at least once a year, to, inter alia, ascertain if there are any material weaknesses or control deficiency in the Group’s financial reporting and operational systems. Mr John d’Abo, being an Executive Director, has been excluded from the aforesaid meetings to ensure that the AC remains a platform for external and internal auditors to provide their independent opinions without the influence of Management. This arrangement is essential to ensure that the presence of an Executive Director on the AC will not lead to any conflict of interest or impede the independence of the AC. The Chairperson of the AC is an Independent Non-Executive Director who does not have any management and business relationships with the Company or any substantial shareholder of the Company. The remaining member of the AC, Mr Pong Chen Yih, is an Independent Non-Executive Director who does not have any management relationships with the Company or any substantial shareholder of the Company. The details of Mr Pong Chen Yih’s business relationship with the Company are disclosed in Provision 2.1 of this report. At least two members, including the AC Chairperson, have recent and relevant accounting or related financial management expertise or experience. Ms Mae Heng, the Chairperson of the AC, has over 17 years of experience working at Ernst & Young Singapore. She is an Independent Non-Executive Director of Chuan Hup Holdings Limited, HRnetGroup Limited, ISDN Holdings Limited and Progen Holdings Limited, and is the chairperson or a member of these companies’ various board committees. Ms Heng also holds directorships in her family-owned investment holding companies. She is a Non-Independent Non-Executive Director of Ossia International Limited. She was a past board member of Apex Healthcare Berhad and Novo Tellus Alpha Acquisition. Mr Pong Chen Yih, a member of the AC, has over 20 years of experience handling complex legal and financial advisory work in relation to domestic and international corporate finance and capital markets transactions. He has successfully listed over 45 companies on the Singapore Exchange. He is a Director and the Chief Operating Officer of Novus Corporate Finance Pte. Ltd., an accredited issue manager for the Singapore Exchange Mainboard listings and a Full Sponsor for Catalist. He is presently also an Independent Non-Executive Director of HRnetGroup Limited. 10.3 None of the AC members were previous partners or directors of the Company’s existing external auditing firm within the previous 24 months and none of the AC members holds any financial interest in the external auditing firm or auditing corporation. 10.4 The primary reporting line of the internal audit function is to the AC, which also decides on the appointment, termination and remuneration of the internal audit function. The internal audit function has unfettered access to all the Company’s documents, records, properties and personnel, including the AC, and has appropriate standing within the Company.
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