TIDMGINV
RNS Number : 0852M
Global Invacom Group Limited
06 May 2020
6 May 2020
Global Invacom Group Limited
("Global Invacom", the "Company" or the "Group")
Response to Queries from SGX-ST
Regarding 2019 Annual Report and Accounts
The Board of Directors (the "Board") of the Global Invacom would
like to offer its response to the following queries raised by the
Singapore Exchange Securities Trading Limited (the "SGX-ST") on 4
May 2020 and to provide additional information in relation to the
Company's annual report ("Annual Report") for the financial year
ended 31 December 2019 ("FY2019").
SGX-ST's Queries:
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. In this regard:
Query (i)
(i) Provision 3.1 of the Code states that:
"The Chairman and Chief Executive Officer ("CEO") are separate
persons to ensure an appropriate balance of power, increased
accountability, and greater capacity of the Board for independent
decision-making."
We note that the Company has not complied with Provision 3.1 of
the Code as the Company's Chairman and CEO position is filled by
the same person.
Where the Company's practices deviate from the provisions of the
Code, please explicitly state the provision from which it has
deviated from and explain how the practices it had adopted are
consistent with the intent of Principle 3 of the Code, which
requires a clear division of responsibilities between the
leadership of the Board and Management, and no one individual has
unfettered powers of decision making.
Company's response to Query (i):
The Company believes that combining the roles of Chairman and
CEO, under an executive who is knowledgeable in the business of the
Group, provides the Group with strong and consistent leadership and
allows for more effective planning and execution of long-term
business strategies. Mr Taylor's dual role as Executive Chairman
and CEO enables the Group to conduct its business efficiently and
ensures that its decision-making process is not be unnecessarily
hindered.
The Board currently consists of seven Directors, of whom three
are Independent Directors, with one Non-Independent, Non-Executive
Director. There are currently four Non-Executive Directors on the
Board. The Board believes that there are adequate safeguards and
checks in place to ensure that the process of decision making by
the Board is independent, objective and based on collective
decision making without Mr Taylor exercising any undue influence on
any decision made by the Board.
The Nominating Committee from time to time, reviews the need to
separate the roles of Chairman and CEO and will make its
recommendations, as appropriate and needed.
In addition, Mr John Lim Yew Kong, who is the Lead Independent
Director of the Company, would address the concerns, if any, of the
Company's shareholders on issues that cannot be appropriately dealt
with by the Executive Chairman. Where appropriate and necessary,
the Independent Directors would meet without the presence of the
other Directors, for the Lead Independent Director to provide any
feedback to the Chairman.
As such, t he Company is of the view that the intent of
Principle 3 of the Code is met as no one individual of the Board
has unfettered powers of decision making.
Query (ii)
(ii) Provision 8.1 of the Code states that:
"The company discloses in its annual report the policy and
criteria for setting remuneration, as well as names, amounts and
breakdown of remuneration of:
(a) each individual director and the CEO; and
(b) at least the top five key management personnel (who are not
directors or the CEO) in bands no wider than S$250,000 and in
aggregate the total remuneration paid to these key management
personne l."
We note the Company's disclosure on remuneration at pages 31 and
32 of the annual report for FY2019. Where the Company's practices
deviate from the provisions of the Code, please explicitly state
the provision from which it has deviated from and explain how the
practices it 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 (ii):
On page 31 of the Annual Report, the Company discloses the
names, amounts and breakdown of remuneration of the Executive
Directors, CEO and key management personnel 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 in which Global Invacom operates. The Group
believes that the exact disclosure of remuneration of Executive
Directors who hold knowledge particular of this market and of the
Group would significantly increase the risk of employment offers
from the Group's competitors and therefore may seriously affect its
competitive edge as well as the proprietary knowledge held within
the Group.
The Company has on page 31 of the Annual Report FY2019, under
the header "Level and Mix of Remuneration", disclosed the
remuneration policy for Executive Directors and key management
personnel which comprises 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 based on new product introduction.
The Company has also disclosed on page 31 of the Annual Report
FY2019 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.
The Company believes 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 that the intent of Principle 8
of the Code is met. The remuneration policy, relationships between
remuneration, performance and value creation and procedure for
setting remuneration applicable to the Executive Directors are
sufficiently described above and the level and mix of remuneration
is disclosed on pages 31 and 32 of the Annual Report FY2019.
BY ORDER OF THE BOARD
Anthony Brian Taylor
Executive Chairman
6 May 2020
For further information, please contact:
Global Invacom Group Limited www.globalinvacom.com
Matthew Garner, Chief Financial Officer Tel: +65 6431 0782
Tel: +44 203 053
3523
finnCap Ltd (Nominated Adviser and Joint www.finncap.com
Broker)
Christopher Raggett / Matthew Radley Tel: +44 207 220
(Corporate Finance) 0500
Mirabaud Securities LLP (Joint Broker) www.mirabaud.com
Peter Krens (Equity Capital Markets) Tel: +44 207 878
3362
Vigo Communications (Media & Investor www.vigocomms.com
Relations)
Jeremy Garcia / Charlie Neish Tel: +44 207 390
0238
ginv@vigocomms.com
About Global Invacom Group Limited
Global Invacom is a fully integrated satellite equipment
provider with six manufacturing plants across China, Israel,
Malaysia, UK and the US. Its customers include satellite
broadcasters such as BSkyB 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 antennas, LNB receivers,
transceivers, fibre distribution equipment, transmitters, switches
and video distribution components and electronics manufacturing
services in satellite communications as well as manufacturing
services in military, medical, and consumer electronics industries.
Following the acquisition in 2015 of Global Skyware, a leading US
-- based designer and supplier of satellite antennas products and
services, the Company became 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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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