The Board of Directors (the "Board") of Global Invacom Group Limited (the "Company") is committed to maintaining a high standard of corporate governance. The Board confirms that it has generally adhered to the principles and guidelines as set out in the revised Code of Corporate Governance which was issued on 2 May 2012 by the Monetary Authority of Singapore (the "2012 Code") and applicable to the Company with effect from financial year commencing 1 January 2013.
This report describes the Company's corporate governance policies and practices with specific reference made to each of the principles of the 2012 Code (where stated) in compliance with the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST").
Mr Anthony Brian Taylor was appointed Executive Director on 18 August 2010 and then Executive Chairman of the Board of Directors on 26 October 2010. He is also a member of the Nominating Committee.
Mr Taylor is the Managing Director of Global Invacom Limited and is also a director of Global Invacom Holdings Limited and other group subsidiaries. Mr Taylor’s entire professional career has been spent working within international high technology businesses with diverse commercial propositions which include semiconductors, automotive electronics, military and satellite-related products. He also has over 15 years of experience in senior executive leadership roles and has formally held positions at Harris Semiconductor from 1984 to 1987, and Marconi Electronic Devices from 1987 to 1990 before joining SGS-THOMSON Microelectronics between 1990 and 1999. Mr Taylor was appointed the Chief Executive Officer of TechnoFusion GmbH where he served from 1999 to 2002 and was the General Manager of Amphenol Limited from 2002 to 2006.
Mr Taylor holds a Bachelor of Science, Electronics degree (with Honours) from Coventry University in the United Kingdom.
Mr Malcolm John Burrell was appointed Executive Director on 18 August 2010.
Mr Burrell is the Chief Risk Officer of the Company, Technical Director responsible for Advanced Research and Development of Global Invacom Limited and is also a director of Global Invacom Holdings Limited and other group subsidiaries. He has held this position since November 1997. He is a Chartered Engineer with 33 years of RF design, technical management and corporate management experience, gained while working in businesses within the consumer electronics, satellite earth station and military communications sectors. Prior to joining Global Invacom Limited, he was a Senior Development Engineer at Marconi Communication Systems Ltd, from September 1981 to September 1987. From October 1987 to December 1991, he was the Technical Manager at Multipoint Communications Ltd, and thereafter was the Principal Systems Engineer at Marconi Radar Systems Ltd from January 1992 to October 1997.
Mr Burrell holds a Bachelor of Science Engineering (Electronic Engineering) degree from the University of Southampton in the United Kingdom and a Certificate in Management (CIM). He is a member of the Institution of Engineering and Technology.
Mr Matthew Jonathan Garner was appointed Executive Director on 30 April 2014.
Mr Garner is the Chief Financial Officer of the Company and is also a director of another group subsidiary. He is responsible for managing the Company’s finance functions and oversees accounting, finance, planning, tax, corporate development, investor relations and compliance matters. Mr Garner has extensive financial and commercial management experience of over 26 years. Prior to joining the Company, he spent over 8 years as the Finance Director of the United Kingdom Sales and Manufacturing sites of the Amphenol corporation which is listed on the New York Stock Exchange, providing inter-connected solutions for the Military, Aerospace, Industrial and Mass Transit sectors. Prior to this he was the Financial Controller and Company Secretary for a number of UK-based companies of Simrad, part of the Kongsberg Group of Norway, which designed and manufactured product for the leisure and light commercial marine electronics sector.
Mr Garner holds an Honours degree in Law from the University of Liverpool from 1987. He has been certified as an Associate Chartered Management Accountant since 1996.
Mr John Lim Yew Kong was appointed Independent Director on 13 September 2010. He is the Chairman of the Audit and Risk Committee, Lead Independent Director and a member of the Nominating Committee and Remuneration Committee.
Mr Lim is currently a director of Point Hope Pte Ltd, a Singapore-incorporated company involved in providing investment advisory services to a private equity fund management company. Prior to this, he was a director of AXIA Equity Pte Ltd, a Singapore-incorporated corporate advisory company. Between 1991 and 2005, Mr Lim was involved extensively in private equity investments, having worked in two private equity funds covering the ASEAN region. Mr Lim worked in Dowell Schlumberger in the United Kingdom and Arthur Andersen & Co, London between 1984 and 1991. He is also currently an Independent Non-Executive Director of Karin Technology Holdings Limited and North Asia Resources Holdings Limited. The companies are listed on the Singapore Exchange and Hong Kong Stock Exchange, respectively.
Mr Lim graduated with a Bachelor’s degree in Economics from the London School of Economics and Political Science in the United Kingdom. He is a Chartered Accountant from the Institute of Chartered Accountants in England and Wales.
Mr Basil Chan was appointed Independent Director on 25 April 2012. He is currently the Chairman of the Remuneration Committee and member of the Audit and Risk Committee and Nominating Committee.
Mr Chan is the Founder and Managing Director of MBE Corporate Advisory Pte Ltd. He currently sits on the boards of several listed companies in Singapore. He was a Council Member and Board Director of the Singapore Institute of Directors from 2002 to 2013, and a member of the Corporate Governance Committee in 2001 that developed the Singapore Code. He was previously a member of the Accounting Standards Committee of the Institute of Certified Public Accountants in Singapore (“ICPAS”) and was formerly a member of the Auditing and Assurance Standards Committee of the Institute of Singapore Chartered Accountants (“ISCA”, formerly known as “ICPAS”). He is currently a member of the Corporate Governance Committee of ISCA. Mr Chan has more than 33 years of audit, financial and general management experience having held senior financial positions in both private and public companies.
He holds a Bachelor of Science (Economics) Honours degree majoring in Business Administration from the University of Wales Institute of Science and Technology, United Kingdom and is a member of the Institute of Chartered Accountants in England and Wales as well as a member of ISCA. He is a Fellow Member of the Singapore Institute of Directors.
Mr Cosimo Borrelli was appointed Non-Executive Director on 4 December 2009. He was the Chairman of the Board of Directors from 4 December 2009 to 25 October 2010. Following the completion of the acquisition of Global Invacom Holdings Limited, Mr Borrelli was re-designated as an Independent Director on 8 August 2012. He is the Chairman of the Nominating Committee and member of the Audit and Risk Committee and Remuneration Committee.
Mr Borrelli is a Chartered Accountant with over 25 years of experience in formal and informal corporate restructuring, forensic accounting and financial investigations. This experience has included being appointed by courts, lenders and financiers, distressed companies, secured and unsecured creditors, investors and other interested parties. He has a track record in establishing and delivering restructuring and corporate advisory arrangements in industries including financial services, property, telecommunications, retail, manufacturing and professional services.
Mr Borrelli holds a Bachelor’s degree in Economics from the University of Adelaide, Australia. He is a member of the Institute of Chartered Accountants in Australia, member of the Institute of Certified Public Accountants and Institute of Certified Public Accountants Insolvency Interest Group of Hong Kong and a member of the Insolvency Practitioners Association of Australia.
Mr Gregory Knox Jones was appointed Non-Executive Director on 24 August 2015.
Mr Jones is the co-founder and partner in Chicago-based The Edgewater Private Equity Funds, where he has served as a leading partner and director of several portfolio companies since 2001. The portfolio of companies includes Accutest Laboratories, American Piping Products Inc, Skyware Global, Haystax Technology, Priority Express, Salter Labs, Unitech Holidings Inc, Brilliance Financial Technology and Industrial Service Solutions.
Prior to The Edgewater Private Equity Funds, Mr Jones co-founded leading e-commerce marketplace uBid.com, a leading online internet auction marketplace, in 1997, where he served as Chief Executive Officer, President and Chairman until 2001. From 1995 to 1997, he was Senior Vice President of APAC Teleservices Inc., where he achieved a successful Initial Public Offering for the organisation. He was President and Chief Operating Officer of the Reliable Corporation of Chicago, a middle-market business in direct marketing, from 1990 to 1995.
An active philanthropist with a strong track record in business and management, Mr Jones is the current Vice Chairman of the NorthShore University HealthSystem, where he was Past Chairman of the Board of Directors. He currently serves on the boards of Accelerate Institute, Chicago Botanic Garden, World Sport Chicago, Lake Forest Academy, Lyric Opera of Chicago and Miami University (Business School Board) in the United States.
Mr Jones graduated from Miami University of Ohio, United States, with a Bachelor of Science in Marketing. He holds an MBA in marketing and finance from the Kellogg Graduate School of Management at Northwestern University, Illinois, United States.
Mr Kenny Sim Mong Keang was appointed Non-Executive Director on 23 September 2015.
Mr Sim is the founder and CEO of both i2 Capital Pte Ltd and Cesk Capital Pte Ltd, specialising in investment and corporate advisory services respectively. He also founded the Plexus group of companies in 1997, which under his leadership became a regional electronics components distributor with 18 offices across Asia.
Prior to founding his current companies, Mr Sim was the Group Managing Director and CEO of SGX Catalist-listed WE Holdings Ltd, acquired in 2011 through a reverse takeover of Westech Electronics Ltd by Plexus Components. With Mr Sim at the helm, WE Holdings Ltd underwent a debt restructuring process and strengthened its balance sheet, raising US$20 million through private placements and rights issue exercises. In 2013, Mr Sim sold his controlling stake in WE Holdings to pursue other interests.
He currently serves on the boards of telecommunications companies Oden Technology Pte Ltd and property investment firm Maximus Fortune Pte Ltd.
Mr Sim is extensively involved in volunteering in the local community, and serves as the Deputy Chairman of the Local and International Affairs arm of the Singapore Teochew Poit Ip Huay Kuan, the President of Teochew Sim Clan and the President of Youth Group, Nanyang Sim Clan.
He also serves his alma mater Hua Yi Secondary School as the Chairman of the School Advisory Committee and the Vice Chairman of Huayi Alumni.
Mr Sim is the Patron of Bukit Timah CCMC and Chairman of Woodlands Galaxy CCMC.
Mr Sim holds a Bachelor of Commerce from Murdoch University, Western Australia, and a Diploma in Electronics Engineering from Ngee Ann Polytechnic, Singapore.