TIDMGINV
RNS Number : 7328W
Global Invacom Group Limited
27 April 2021
Global Invacom Group Limited
("Global Invacom", the "Company" or the "Group")
Response to Queries from Singapore Exchange Securities
Trading Limited ("SGX-ST") Regarding the Annual Report
Singapore/London, 27 April 2021 - The Board of Directors (the
"Board") of Global Invacom would like to provide additional
information in relation to the Company's annual report ("Annual
Report") for the financial year ended 31 December 2020 ("FY2020"),
as follows:
SGX-ST's Query (1):
Listing Rule 710 requires issuers to explicitly state, when
deviating from the provisions prescribed in the Code of Corporate
Governance 2018 (the "Code"), an explanation on how the practices
it had adopted are consistent with the intent of the relevant
principle. We note that the Company had not complied with Provision
2.2 of the Code as Independent directors do not make up a majority
of the Board where your Chairman is not independent and there were
no explanations were provided for in your FY2020 annual report on
how it is consistent with the intent of Principle 2 of the Code.
Please clarify how the practices the Company had adopted are
consistent with the intent of Principle 2 of the Code, which
requires the Board to have an appropriate level of independence and
diversity of thought and background in its composition to enable it
to make decisions in the best interest of the Company.
Company's response to Query (1):
The Company's Board of Directors is made up of six members, out
of which three are Independent Directors and one is a
Non-Independent Non-Executive Director.
Despite the variation from Provision 2.2 of the Code which
Independent Directors do not make up a majority of the Board where
the Chairman is not independent , the Company considers the current
Board size of six members is appropriate having regard to the
nature and scope of the Group's operations. As a whole, there are
four Non-Executive Directors which make up a majority of the Board,
of whom three are Independent Directors which make up half of the
Board, which had continued to make up a strong and independent
element of the Board whereby the views of the Management and
Executive Chairman and his team were constructively challenged,
from time to time, at Board meetings.
The Non-Executive Directors contribute to the Board process by
monitoring and reviewing Management's performance against goals and
objectives. Their views and opinions provide alternative
perspectives to the Group's business. When challenging Management's
proposals or decisions, they bring independent judgment to bear on
business activities and transactions involving conflict of
interests and other complexities.
Besides, the Company had appointed Lead Independent Director
("LID"), Mr John Lim Yew Kong, who would address the concerns, if
any, of the Company's shareholders on issues that cannot be
appropriately dealt with by the Chairman and CEO. The Independent
Directors, led by LID, is able to meet for confidential discussions
on any concerns and to resolve conflicts of interest as and when
necessary without the presence of the other Directors. LID would
provide any feedback to the Chairman as necessary.
In view of the above, the Company is of the view that the intent
of Principle 2 of the Code is met with an appropriate level of
independence and diversity of thought and background in its
composition to enable it to make decisions in the best interests of
the Company.
SGX-ST's Query (2):
Listing Rule 710 requires issuers to explicitly state, when
deviating from the provisions prescribed in the Code, an
explanation on how the practices it had adopted are consistent with
the intent of the relevant principle. We note that the Company had
not complied with Provision 8.1 of the Code with regards to the
disclosure of remuneration, and there were no explanations were
provided for in your FY2020 annual report on how it is consistent
with the intent of Principle 8 of the Code. Please clarify how the
practices the Company had adopted are consistent with the intent of
Principle 8 of the Code, which requires transparency on the
Company's remuneration policies, level and mix of remuneration, the
procedure for setting remuneration and the relationships between
remuneration, performance and value creation.
Company's response to Query (2):
The Company has on page 32 of the Annual Report FY2020 disclosed
the names, amounts and breakdown of remuneration of Executive
Directors, the CEO and key management personnel of the Company in
bands of S$250,000. The variation from Provision 8.1 of the Code of
not disclosing the exact remuneration amount of the Executive
Directors is in view of the niche market of the Group's business.
The Group believes that the exact disclosure of remuneration of
Executive Directors who hold knowledge particular to this market
and to the Group would significantly increase the risk of poaching
by other competitors of this market and may seriously affect the
competitive edge as well as the proprietary knowledge within the
Group.
The Company has on page 31 of the Annual Report FY2020, under
the header "Level and Mix of Remuneration", disclosed the
remuneration policy for Executive Directors and key management
personnel which comprises of a fixed and a variable component. The
fixed component is in the form of a base salary. The variable
component is in the form of a cash bonus scheme that is
results-based with a trigger set around three key targets, two of
which were financial based on revenue and profit before tax and one
was a soft target based on new product introduction.
The Company has also disclosed on page 31 of the Annual Report
FY2020 that the Group's long term incentive schemes to be granted
are based on participants achieving pre-set operating unit
financial goals, individual performance, as well as achieving
corporate financial goals. The important terms of the Group's long
term incentive schemes, Global Invacom Share Option Scheme 2013 and
Global Invacom Performance Share Plan 2013 are disclosed in Notes 4
and 5 of the Directors' Statement as set out in the Annual Report
FY2020.
The Company is of the view that the information disclosed
provides investors with insights as to the remuneration policies,
procedure of setting remuneration and the relationships between
remuneration, performance and value creation, and is of the view
that the intent of Principle 8 of the Code is met as the
remuneration policy, relationships between remuneration,
performance and value creation and procedure for setting
remuneration applicable to the executive directors are described
above and the level and mix of remuneration is disclosed on pages
31 and 32 of the Annual Report FY2020.
BY ORDER OF THE BOARD
Anthony Brian Taylor
Executive Chairman
For further information, please contact:
Global Invacom Group Limited www.globalinvacom.com
Tony Taylor, Executive Chairman via Vigo Communications
Strand Hanson Limited (Nominated Adviser www.strandhanson.co.uk
and Broker)
James Harris / Rob Patrick / Ned Foulkes Tel: +44 20 7409 3494
Vigo Communications (Media & Investor www.vigocomms.com
Relations)
Jeremy Garcia / Charlie Neish Tel: +44 20 7390 0238
ginv@vigocomms.com
About Global Invacom Group Limited
Global Invacom is a fully integrated satellite equipment
provider with sites across Singapore, China, Indonesia,
Philippines, Malaysia, Israel, UK and the US. Its customers include
satellite broadcasters such as Sky Group of the UK and Dish Network
of the USA and Data over Satellite providers including Hughes
Network Systems, Viasat and Gilat Satellite Networks.
Global Invacom provides a full range of satellite ground
equipment including antennas, LNB receivers, transceivers, fibre
distribution equipment, transmitters, switches, and video
distribution components, as well as manufacturing services for the
defence and healthcare sectors. The Group is the world's only
full--service outdoor unit supplier.
Global Invacom is listed on the Mainboard of the Singapore
Exchange Securities Trading Limited and its shares are admitted to
trading on the AIM Market of the London Stock Exchange.
For more information, please refer to www.globalinvacom.com
.
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END
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