企业管制
Corporate Governance Statement
This statement was last updated on 26 September 2018
Introduction
As an AIM company, from 28 September 2018, the Company is required to maintain on its website details of a
recognised corporate governance code, how the Company complies with this code, and an explanation of any
departure from the code.
The information will need to be reviewed annually and the website should include the date on which the
information was last reviewed. The Directors intend to undertake this review at the same time as the Annual
Report and Accounts are prepared.
The board of directors (“the Board”) of New Trend Lifestyle Group PLC (“NTLG’ or “the Company”) recognises
the importance of good corporate governance and has elected to apply the QCA Corporate Governance Code
that was published on 25 April 2018 (“QCA Code”) as its corporate governance code, as the Board believes that
this is now the most appropriate corporate governance code for the Company.
The QCA Code has ten principles of corporate governance that the Company has committed to apply within
the foundations of the business. These principles are:
1. Establish a strategy and business model which promote long-term value for shareholders;
2. Seek to understand and meet shareholder needs and expectations;
3. Take into account wider stakeholder and social responsibilities and their implications for long tern success;
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation;
5. Maintain the board as a well-functioning balanced team led by the Chair;
6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
8. Promote a corporate culture that is based on ethical values and behaviours;
9. Maintain governance structures and processes that are fit for purpose and support good decision-making
by the Board; and
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders
and other relevant stakeholders.
I, in my capacity as Chairman, have assumed responsibility for leading the Board effectively and ensuring that the
Company has appropriate corporate governance standards in place and that these standards are observed and
applied within the Company as a whole.
The corporate governance arrangements that the Board has adopted are intended to ensure that the Company
delivers medium and longterm value to its shareholders. The Board maintains a regular dialogue with its investors,
providing them with such information on the Company’s progress as is permitted by the AIM rules, MAR and the
requirements of the relevant legislation.
The Board currently consists of two Independent Non-Executives, including the Chairman, and two Executive
Directors.
Gregory Collier
Non-Executive Chairman
The QCA Code sets out 10 principles that should be applied. These are listed below with a short
explanation of how the Company applies each of the principles.
Principle 1 – Business Model and Strategy
New Trend Lifestyle Group PLC is a Singapore-based Feng Shui products and services group.
Feng Shui is endemic in Chinese communities throughout the world and influences many
aspects of personal, business and even Government activities and is the basis on which the Company has created
a business with a strong brand and deep-seated cultural drivers.
The strategy in Singapore is to consolidate and refresh the existing portfolio and promote different services related
to existing ones, by implementing a range of sales and marketing initiatives, whilst maintaining a tight control on
costs. The Group is seeking an acquisition with a view to restoring overall profitability.
For further information on the market, the future strategy of the Company and the risks the Board consider to be the
most significant for potential investors, Shareholders are referred to Strategic Report in the latest Annual Report and
Accounts (which is available on our website).
Principle 2 – Understanding Shareholders‘Needs and Expectations
Communication with shareholders is co-ordinated and led between the Chairman who is the Company’s principal
spokesperson with investors and other interested parties.
The Company is in dialogue with, and holds meetings with, shareholders and brokers representing private
shareholders as required, providing them with such information on the Company’s progress as is permitted
within the AIM rules, MAR and requirements of relevant legislation.
The Company regularly updates its website and releases news flow and operational updates. Communications
are also provided through the Company’s Annual and Interim Reports.
Shareholders are encouraged to attend the Annual General Meeting, which the Board believes is a good
opportunity to communicate directly with shareholders.
The Company discloses contact details on its website and on all announcements released via RNS, should
shareholders wish to communicate with the Board.
Principle 3 – Consider Wider Stakeholder and Social Responsibilities
The Board believes that its stakeholders (other than shareholders) are its employees, customers, suppliers and their
funders.
The Board recognises that the long-term success of the Company is reliant upon the efforts of the Company, advisers
and these stakeholders.
The Board makes every effort to communicate effectively with all stakeholders, to ensure that the Company complies
with contractual terms.
Principle 4 – Risk Management
The Board has overall responsibility for the determination of the Company’s risk management objectives and policies
and recognises the need for an effective and welldefined risk management process. The overall objective of the
Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s
competitiveness and flexibility. The Board is responsible for the monitoring of financial performance against budget
and forecast and the formulation of the Company’s risk appetite including the identification, assessment and
monitoring of the Company’s principal risks.
For further information on the risks the Board consider to be the most significant for potential investors, Shareholders
are referred to the Strategic and Directors’ Report contained in the latest Report and Accounts which are available on
the Company’s website.
The Board has delegated certain authorities to committees, each with formal terms of reference, such as the
Audit & Risk Committee (ARC) and the AIM Compliance Committee. The Terms of Reference for these committees,
and the Remuneration & Nomination Committee (RNC), are set out in the Company’s Corporate Governance Statement
in the Report and Accounts and in Principle 9 below.
Principle 5 – A Well-functioning Board of Directors
The Board is responsible for the management of the business of the Company, setting the strategic direction of the
Company and establishing the policies of the Company. It is the Board’s responsibility to oversee the financial position
of the Company and monitor the business and affairs of the Company on behalf of Shareholders, to whom the
Directors are accountable. The primary duty of the Board is to act in the best interests of the Company at all times.
The Board also addresses issues relating to internal control and the Company’s approach to risk management.
The Board consists of two Executive Directors and two Non-Executive Directors, both of whom are considered to be independent. All the Directors are expected to devote as
much time to the affairs of the Company as may be necessary to fulfil their roles.
Gregory Collier chairs the Board. The Executive Directors have industry and technical knowledge and expertise
and financial expertise. The Non-Executive Directors have accounting, fund management, technical, public market experience.
At formal meetings, the Board receives reports by the CEO, Master Phang on the overall performance since the
previous Board meeting. He is supported by the Interim Finance Director on financial detail. They are followed
by reports on other matters, particularly progress with development projects. Minutes of Board Committee
meetings held since the preceding formal Board meeting are received and decisions made by those committees
are submitted for ratification where such is needed.
There is a formal schedule of matters reserved for the Board. This includes the setting of high-level targets, approval of budgets, strategy, funding, capital expenditure, license agreements and incentive schemes.
Specific authority levels for expenditure are delegated to individual executives or management committees according
to a schedule agreed by the Board.
Whilst the bulk of the formulation of budgets and strategy is undertaken by senior management, this is done against
a framework set by the whole Board, challenged by it in detail and finally approved by it.
Financial information submitted regularly to the Board includes monthly balance sheets and profit & loss accounts;
together with analyses of movements in cash, trade debtors and creditors, and fixed assets.
There are three Board Committees; each with terms of reference set by the Board. These are the combined
Remuneration and Nomination Committee (RNC), the Audit & Risk Committee (ARC) and the AIM Compliance
Committee (ACC). The Company’s Nomad is present at meetings of the ACC and provides advice that is passed
on to the main board as necessary.
In the normal course, Board Committees make recommendations to the board but also have certain limited
powers delegated to them. Minutes of Committee meetings are made available to the board as a whole but
may be redacted at the discretion of the Chairman of the Committee, if appropriate in consultation with the
Company Chairman. Where it is urgent that a recommendation of a Committee needs to be accepted by the
board, this is done by a directors’ resolution in writing.
Certain other high level decisions that cannot await the convening of a formal Board meeting may be agreed
by way of written resolutions. In such cases supporting papers are submitted to the directors and they are
given the opportunity to discuss the matter with other directors and executive management. Written
resolutions are deemed passed only if all directors vote in favour.
Overcoming geographic and time differences
The Board is conscious of the need to overcome the difficulties that can arise from the time differences
and geographic separations that face directors; both between and within regions.
It is not practical or cost-justified for the whole Board to meet face-to-face at every board meeting. So
where one or more director is unable to be physically present, use is
made of telephone conference calls.
During the course of 2017, there were seven meetings of the board. The Company’s chairman attended
all of the seven meetings.
Principle 6 – Appropriate Skills and Experience of the Directors
The Company believes that the current balance of skills within the Board as a whole reflects a broad and
appropriate range of commercial, technical and professional skills relevant to the business and its status
as an AIM quoted company.
Biographical details of each of the Directors and officers are set out below:
Phang Song Hua (aged 51) – Chief Executive Officer
Master Phang is a recognised expert in Emperor Star Astrology and Feng Shui and has become a prominent
figure in these fields. For over 20 years, he has helped families, corporate leaders, bankers, high-ranking government officers, lawyers, doctors and others in Singapore who have sought his advice. After
working in his family trading business and providing Geomancy services from 1993 to 2005, Master Phang
established NTL in 2005 where he is Chief Executive Officer.
Ajay Kumar Rajpal (aged 48) – Non-Executive Director and Interim Finance Director
Ajay is a Chartered Accountant and a member of the Institute of Chartered Accountants in England & Wales.
Ajay has a background in cross-border mergers and acquisitions, financial management and corporate recovery.
He qualified with Arthur Andersen and worked for an FTSE 100 company, Smith Industries plc, and a number
of other international firms.
Gregory Collier (aged 57) – Non-executive Chairman
Greg has more than 30 years of financial and commercial experience, having been involved in running
businesses in contract cleaning, leisure, restaurant, property, and toy distribution. He is presently on the board
of several investment companies quoted on AIM and ISDX, Early Equity Plc and Etaireia Investments Plc.
Chi Chiu Leung (aged 59) (“Jacky”) – Executive Director
Jacky is presently the CEO of his own asset management firm in Hong Kong, Creative Asset Management
Limited. Creative has audited assets under management of more than USD250 million at the end of 2015.
Jacky is licensed by the Hong Kong Securities and Futures Commission to conduct type 4 (advising on securities)
and type 9 (asset management) activities in Hong Kong.
The Directors have access to the Company’s external advisers e.g. NOMAD, lawyers and auditors as and
when required and are able to obtain advice from other external advisers when necessary.
All Directors have access to independent legal advice at the Company’s expense.
The Board will seek to take into account Board imbalances for future nominations, with areas to take
into account including gender balance.
Principle 7 – Evaluation of Board Performance
Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner.
From 2018 however, the Board will formally review and consider the performance of each director at or around the
time of publication of the company’s annual report.
On an ongoing basis, board members maintain a watching brief to identify relevant internal and external
candidates who may be suitable additions to or backup for current board members.
The Company undertakes annual monitoring of personal and corporate performance Responsibility for
assessing and monitoring the performance of the executive directors lies with the independent
non-executive director.
Agreed personal objectives and targets including financial and non-financial metrics are set each year for
the executive directors and performance measured against these metrics.
The Board as a whole is mindful of the need for considering succession planning.
Principle 8 – Corporate Culture
The Board believes that the promotion a corporate culture based on sound ethical values and behaviours is
essential to maximise shareholder value in the medium to long-term. The Company recognises the
importance of promoting an ethical corporate culture, interacting responsibly with all stakeholders and the
communities in which the Company operates.
The Company maintains and annually reviews a handbook that includes clear guidance on what is expected
of every employee and officer of the company. Adherence of these standards is a key factor in the evaluation
of performance within the company, including during annual performance reviews.
Guided by the Group’s core values of simplicity, empowerment, passion, innovation and authenticity, the
Group seeks to promote a culture where its people can thrive. For New Trend Lifestyle Group, this means
promoting strong business ethics and putting in place policies and programmes to build trust with employees.
As a first priority, NTLG seeks to uphold individual human rights in its operations and expects the same from
all partners. The Group’s policies outline the behaviours expected from employees and suppliers at all times
and set out the Group’s zero tolerance approach towards any form of modern slavery, discrimination or
unethical behaviour relating to bribery, corruption or business conduct.
To support its people, the Group makes development opportunities available to all employees through access
to one of the largest online libraries of e-learning courses in the world for technical, personal and leadership
skills development, as well as role-specific training and access to Instructor-Led Training. This training is aligned to personal development initiatives such as quarterly manager ‘check ins’
and real-time coaching.
The NTLG diversity policy outlines the Group’s commitment to building an inclusive culture, where people feel
able to be their best at work, irrespective of age, race, sexual orientation, religion, national origin or gender.
Principle 9 – Maintenance of Governance Structures and Processes
The Board provides strategic leadership for the Company and operates within the scope of a robust corporate
governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the
business, and defining the strategic goals that the Company implements in its business plans.
The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule
of matters that are reserved as the responsibility of the Board. The Chief Executive Officer leads the development of
business strategies within the Group’s operations. The Board currently consists of two Executive Directors and two
Non-executive Directors.
The Board considers that there is an appropriate balance between the Executives and Non-executives and that no individual or small group dominates the Board’s decision making.
The Board’s members have a wide range of expertise and experience and it is felt that concerns may be
addressed to the Non-executive Directors.
The Board has delegated certain authorities to committees, each with formal terms of reference and as
detailed above
The Board has considered mechanisms by which the business and the financial risks facing the Company
are managed and reported to the Board. The principal business and financial risks have been identified
and control procedures implemented. The Board acknowledges its responsibility for reviewing the
effectiveness of the systems that are in place to manage risk and to provide reasonable but not absolute
assurance with regard to the safeguarding of the Company’s assets against misstatement or loss.
Internal controls
The Board has ultimate responsibility for the Company’s system of internal control and for reviewing its
effectiveness. However, any such system of internal control can provide only reasonable, but not absolute,
assurance against material misstatement or loss. The Board considers that the internal controls in place are
appropriate for the size, complexity and risk profile of the Group. The principal elements of the Group’s
internal control system include:
• Close management of the day to day activities of the Group by the executive Directors;
• An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision
making and rapid implementation whilst minimising risks;
• A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet
and cash flow, which is approved by the Board;
• Detailed monthly reporting of performance against budget; and
• Central control over key areas such as capital expenditure authorisation and banking facilities.
The Company continues to review its system of internal control to ensure compliance with best practice,
whilst also having regard to its size and the resources available. The Board considers that the introduction
of an internal audit function is not appropriate at this juncture.
The Board has approved terms of reference for its Audit & Risk, AIM Compliance and Remuneration &
Nomination Committees to which certain responsibilities are delegated. The chair of each committee
reports to the Board on the activities of that committee. These terms are set out in full in on Pages
11/12 of the 2018 Annual Report & Accounts which is also available on our website.
The Chairman has overall responsibility for corporate governance and in promoting high standards
throughout the Company. He leads and chairs the Board, ensuring that committees are properly
structured and operate with appropriate terms of reference, ensures that performance of individual
Directors, the Board and its committees are reviewed on a regular basis, leads in the development
of strategy and setting objectives, and oversees communication between the Company and its
shareholders.
The Executive Directors are responsible for implementing and delivering the strategy and operational
decisions agreed by the Board, making operational and financial decisions required in the
day-to-day operation of the Company, providing executive leadership to managers, championing the
Company’s core values and promoting talent management.
The Independent Non-Executive Directors contribute independent thinking and judgement through the
application of their external experience and knowledge, scrutinise the performance of management,
provide constructive challenge to the Executive Directors and ensure that the Company is operating
within the governance and risk framework approved by the Board.
The Board reviews annually the effectiveness of its corporate governance structures and processes.
The primary duty of the Board is to act in the best interests of the Company at all times. The Board
also addresses issues relating to internal control and the Company’s approach to risk management.
The Company has also implemented a code for Directors´ and employees´ dealings in securities which is appropriate for a company whose securities are traded on AIM and is
in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.
Principle 10 – Shareholder Communication
The Board is committed to maintaining good communication with its shareholders and investors,
providing them with such information on the Company’s progress as is permitted by the AIM rules,
MAR and the requirements of the relevant legislation.
The Board believes that the Company’s Annual Report and Accounts, and its Interim Report published
after the half year, play an important part in presenting all shareholders with an assessment of the
Company’s position and prospects.
The Annual General Meeting is the principal opportunity for private shareholders to meet and discuss
the Company’s business with the Directors. There is an open question and answer session during
which shareholders may ask questions both about the resolutions being proposed and the business in
general. The Directors are also available after the meeting for an informal discussion with shareholders.
Results of shareholder meetings and details of votes cast will be publicly announced through RNS and
displayed on the Company’s website with suitable explanations of any actions undertaken as a result of
any significant votes against resolutions.
All reports and press releases are published on the Group’s website: www.newtrendlifestylegroup.com
and the Company will continue to keep its website up to date, participate in investor presentations,
attend conferences and release news flow and operational updates as appropriate.
The Company also includes a Corporate Governance Report in its Annual Report and Accounts.
Directors
Phang Song Hua (Chief Executive Officer)
Ajay Kumar Rajpal (Non-executive director and interim Finance Director)
Gregory Collier (Non-executive Chairman)
Chi Chiu Leung (executive Director)
Secretary and Registered Office
International Registrars Limited Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Financial and Nominated Adviser
SPARK Advisory Partners Limited
5 St. Johns Lane
London
EC1M 4BH
Stockbroker
SI Capital Ltd 46 Bridge Street Godalming
GU7 1HL
Solicitors
Bracher Rawlins
77 Kingsway
London
WC2B 6SR
Auditors
Jeffreys Henry LLP
Chartered Accountants & Registered Auditors Finsgate
5-7 Cranwood Street
London EC1V 9EE
Registrars
Capita Registrars
34 Beckenham Road Beckenham
Kent
BR3 47U
Legal Advisers to the Company as to Singapore Law
Robert Wang & Woo LLP
9 Temasek Boulevard
#41-01 Suntec Tower 2
Singapore 038989
The Role of the Board
At formal meetings, the board receives reports by Master Phang on the overall performance over the previous period.
He is supported by the Interim Finance Director on financial detail. Minutes of board Committee meetings held since
the previous formal board meeting are received and decisions made by those committees are submitted for ratification
where such is needed.There is a formal schedule of matters reserved for the board. This includes the setting of
high-level targets, approval of budgets, strategy, funding, capital expenditure, license agreements and incentive
schemes. Specific authority levels for expenditure are delegated to individual executives or management committees
according to a schedule agreed by the board. Whilst the bulk of the formulation of budgets and strategy is undertaken
by executive directors, this is done against a framework set by the whole board, challenged by it in detail and finally
approved by it. Financial information submitted regularly to the board includes monthly balance sheets and
profit & loss accounts; together with analyses of movements in cash, trade debtors and creditors, and fixed assets.
There are three board Committees; each with terms of reference set by the board. These are the combined
Remuneration and Nomination Committee (RNC), the Audit & Risk Committee (ARC) and the AIM Compliance
Committee (ACC). The Company’s Nomad is present at meetings of the ACC and provides advice that is passed on
to the main board as necessary. In the normal course, board Committees make recommendations to the board but
also have certain limited powers delegated to them. Minutes of Committee meetings are made available to the board
as a whole but may be redacted at the discretion of the Chairman of the Committee, if appropriate in consultation with
the Company Chairman. Where it is urgent that a recommendation of a Committee needs to be accepted by the board,
this is done by a directors’ resolution in writing. Certain other high level decisions that cannot await the convening of
a formal board meeting may be agreed by way of written resolutions. In such cases supporting papers are submitted
to the directors and they are given the opportunity to discuss the matter with other directors and executive
management. Written resolutions are deemed passed only if all directors vote in favour.
Overcoming geographic and time differences
The board is conscious of the need to overcome the difficulties that can arise from the time differences and geographic
separations that face directors; both between and within regions.It is not practical or cost-justified for the whole board
to meet face-to-face at every board meeting. So where one or more director is unable to be physically present, use is
made of telephone conference calls. In addition to the board meeting, there are also frequent but less-formal telephone
and email exchanges among directors. On these occasions there may be discussion of monthly management accounts
or any other topic a director may wish to raise. These meetings are chaired by the Company’s chairman. In addition to
using their influence at board and board Committee meetings, non-executive directors have direct access to the
secretary of the board Committees. This individual reports directly to the chairman of the Audit & Risk Committee,
is also the internal auditor for the group and has delegated to him all of the routine company secretarial work. By these
means, the non-executive directors believe that their roles are being discharged effectively.
The Audit and Risk Committee
The Audit and Risk Committee has Gregory Collier as Chairman, and has primary responsibility for monitoring the
quality of internal controls ensuring that the financial performance of the Company is properly measured and
reported on and reviewing reports from the Company’s auditors relating to the Company’s accounting and internal
controls, in all cases having due regard to the interests of Shareholders. The Audit and Risk Committee meets at
least twice a year. Ajay Rajpal is the other member of this Committee.
The Remuneration and Nomination Committee
The Remuneration and Nomination Committee has Leung Chi Chiu as Chairman, and will review the performance
of the executive directors and determine their terms and conditions of service, including their remuneration and the
grant of options, having due regard to the interests of Shareholders. The Remuneration and Nomination Committee
meets no less than once every year. Gregory Collier is the other members of this Committee.
The AIM Compliance Committee
The AIM Compliance Committee has Ajay Rajpal as Chairman and will meet twice a year to consider the Company’s
compliance with the AIM Rules and any changes to the AIM Rules since the last meeting. The Company’s Nominated
Adviser will be invited to attend each meeting of the AIM Compliance Committee. Gregory Collier is the other member
of this Committee.
This statement was last updated on 26 September 2018
Introduction
As an AIM company, from 28 September 2018, the Company is required to maintain on its website details of a
recognised corporate governance code, how the Company complies with this code, and an explanation of any
departure from the code.
The information will need to be reviewed annually and the website should include the date on which the
information was last reviewed. The Directors intend to undertake this review at the same time as the Annual
Report and Accounts are prepared.
The board of directors (“the Board”) of New Trend Lifestyle Group PLC (“NTLG’ or “the Company”) recognises
the importance of good corporate governance and has elected to apply the QCA Corporate Governance Code
that was published on 25 April 2018 (“QCA Code”) as its corporate governance code, as the Board believes that
this is now the most appropriate corporate governance code for the Company.
The QCA Code has ten principles of corporate governance that the Company has committed to apply within
the foundations of the business. These principles are:
1. Establish a strategy and business model which promote long-term value for shareholders;
2. Seek to understand and meet shareholder needs and expectations;
3. Take into account wider stakeholder and social responsibilities and their implications for long tern success;
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation;
5. Maintain the board as a well-functioning balanced team led by the Chair;
6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
8. Promote a corporate culture that is based on ethical values and behaviours;
9. Maintain governance structures and processes that are fit for purpose and support good decision-making
by the Board; and
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders
and other relevant stakeholders.
I, in my capacity as Chairman, have assumed responsibility for leading the Board effectively and ensuring that the
Company has appropriate corporate governance standards in place and that these standards are observed and
applied within the Company as a whole.
The corporate governance arrangements that the Board has adopted are intended to ensure that the Company
delivers medium and longterm value to its shareholders. The Board maintains a regular dialogue with its investors,
providing them with such information on the Company’s progress as is permitted by the AIM rules, MAR and the
requirements of the relevant legislation.
The Board currently consists of two Independent Non-Executives, including the Chairman, and two Executive
Directors.
Gregory Collier
Non-Executive Chairman
The QCA Code sets out 10 principles that should be applied. These are listed below with a short
explanation of how the Company applies each of the principles.
Principle 1 – Business Model and Strategy
New Trend Lifestyle Group PLC is a Singapore-based Feng Shui products and services group.
Feng Shui is endemic in Chinese communities throughout the world and influences many
aspects of personal, business and even Government activities and is the basis on which the Company has created
a business with a strong brand and deep-seated cultural drivers.
The strategy in Singapore is to consolidate and refresh the existing portfolio and promote different services related
to existing ones, by implementing a range of sales and marketing initiatives, whilst maintaining a tight control on
costs. The Group is seeking an acquisition with a view to restoring overall profitability.
For further information on the market, the future strategy of the Company and the risks the Board consider to be the
most significant for potential investors, Shareholders are referred to Strategic Report in the latest Annual Report and
Accounts (which is available on our website).
Principle 2 – Understanding Shareholders‘Needs and Expectations
Communication with shareholders is co-ordinated and led between the Chairman who is the Company’s principal
spokesperson with investors and other interested parties.
The Company is in dialogue with, and holds meetings with, shareholders and brokers representing private
shareholders as required, providing them with such information on the Company’s progress as is permitted
within the AIM rules, MAR and requirements of relevant legislation.
The Company regularly updates its website and releases news flow and operational updates. Communications
are also provided through the Company’s Annual and Interim Reports.
Shareholders are encouraged to attend the Annual General Meeting, which the Board believes is a good
opportunity to communicate directly with shareholders.
The Company discloses contact details on its website and on all announcements released via RNS, should
shareholders wish to communicate with the Board.
Principle 3 – Consider Wider Stakeholder and Social Responsibilities
The Board believes that its stakeholders (other than shareholders) are its employees, customers, suppliers and their
funders.
The Board recognises that the long-term success of the Company is reliant upon the efforts of the Company, advisers
and these stakeholders.
The Board makes every effort to communicate effectively with all stakeholders, to ensure that the Company complies
with contractual terms.
Principle 4 – Risk Management
The Board has overall responsibility for the determination of the Company’s risk management objectives and policies
and recognises the need for an effective and welldefined risk management process. The overall objective of the
Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s
competitiveness and flexibility. The Board is responsible for the monitoring of financial performance against budget
and forecast and the formulation of the Company’s risk appetite including the identification, assessment and
monitoring of the Company’s principal risks.
For further information on the risks the Board consider to be the most significant for potential investors, Shareholders
are referred to the Strategic and Directors’ Report contained in the latest Report and Accounts which are available on
the Company’s website.
The Board has delegated certain authorities to committees, each with formal terms of reference, such as the
Audit & Risk Committee (ARC) and the AIM Compliance Committee. The Terms of Reference for these committees,
and the Remuneration & Nomination Committee (RNC), are set out in the Company’s Corporate Governance Statement
in the Report and Accounts and in Principle 9 below.
Principle 5 – A Well-functioning Board of Directors
The Board is responsible for the management of the business of the Company, setting the strategic direction of the
Company and establishing the policies of the Company. It is the Board’s responsibility to oversee the financial position
of the Company and monitor the business and affairs of the Company on behalf of Shareholders, to whom the
Directors are accountable. The primary duty of the Board is to act in the best interests of the Company at all times.
The Board also addresses issues relating to internal control and the Company’s approach to risk management.
The Board consists of two Executive Directors and two Non-Executive Directors, both of whom are considered to be independent. All the Directors are expected to devote as
much time to the affairs of the Company as may be necessary to fulfil their roles.
Gregory Collier chairs the Board. The Executive Directors have industry and technical knowledge and expertise
and financial expertise. The Non-Executive Directors have accounting, fund management, technical, public market experience.
At formal meetings, the Board receives reports by the CEO, Master Phang on the overall performance since the
previous Board meeting. He is supported by the Interim Finance Director on financial detail. They are followed
by reports on other matters, particularly progress with development projects. Minutes of Board Committee
meetings held since the preceding formal Board meeting are received and decisions made by those committees
are submitted for ratification where such is needed.
There is a formal schedule of matters reserved for the Board. This includes the setting of high-level targets, approval of budgets, strategy, funding, capital expenditure, license agreements and incentive schemes.
Specific authority levels for expenditure are delegated to individual executives or management committees according
to a schedule agreed by the Board.
Whilst the bulk of the formulation of budgets and strategy is undertaken by senior management, this is done against
a framework set by the whole Board, challenged by it in detail and finally approved by it.
Financial information submitted regularly to the Board includes monthly balance sheets and profit & loss accounts;
together with analyses of movements in cash, trade debtors and creditors, and fixed assets.
There are three Board Committees; each with terms of reference set by the Board. These are the combined
Remuneration and Nomination Committee (RNC), the Audit & Risk Committee (ARC) and the AIM Compliance
Committee (ACC). The Company’s Nomad is present at meetings of the ACC and provides advice that is passed
on to the main board as necessary.
In the normal course, Board Committees make recommendations to the board but also have certain limited
powers delegated to them. Minutes of Committee meetings are made available to the board as a whole but
may be redacted at the discretion of the Chairman of the Committee, if appropriate in consultation with the
Company Chairman. Where it is urgent that a recommendation of a Committee needs to be accepted by the
board, this is done by a directors’ resolution in writing.
Certain other high level decisions that cannot await the convening of a formal Board meeting may be agreed
by way of written resolutions. In such cases supporting papers are submitted to the directors and they are
given the opportunity to discuss the matter with other directors and executive management. Written
resolutions are deemed passed only if all directors vote in favour.
Overcoming geographic and time differences
The Board is conscious of the need to overcome the difficulties that can arise from the time differences
and geographic separations that face directors; both between and within regions.
It is not practical or cost-justified for the whole Board to meet face-to-face at every board meeting. So
where one or more director is unable to be physically present, use is
made of telephone conference calls.
During the course of 2017, there were seven meetings of the board. The Company’s chairman attended
all of the seven meetings.
Principle 6 – Appropriate Skills and Experience of the Directors
The Company believes that the current balance of skills within the Board as a whole reflects a broad and
appropriate range of commercial, technical and professional skills relevant to the business and its status
as an AIM quoted company.
Biographical details of each of the Directors and officers are set out below:
Phang Song Hua (aged 51) – Chief Executive Officer
Master Phang is a recognised expert in Emperor Star Astrology and Feng Shui and has become a prominent
figure in these fields. For over 20 years, he has helped families, corporate leaders, bankers, high-ranking government officers, lawyers, doctors and others in Singapore who have sought his advice. After
working in his family trading business and providing Geomancy services from 1993 to 2005, Master Phang
established NTL in 2005 where he is Chief Executive Officer.
Ajay Kumar Rajpal (aged 48) – Non-Executive Director and Interim Finance Director
Ajay is a Chartered Accountant and a member of the Institute of Chartered Accountants in England & Wales.
Ajay has a background in cross-border mergers and acquisitions, financial management and corporate recovery.
He qualified with Arthur Andersen and worked for an FTSE 100 company, Smith Industries plc, and a number
of other international firms.
Gregory Collier (aged 57) – Non-executive Chairman
Greg has more than 30 years of financial and commercial experience, having been involved in running
businesses in contract cleaning, leisure, restaurant, property, and toy distribution. He is presently on the board
of several investment companies quoted on AIM and ISDX, Early Equity Plc and Etaireia Investments Plc.
Chi Chiu Leung (aged 59) (“Jacky”) – Executive Director
Jacky is presently the CEO of his own asset management firm in Hong Kong, Creative Asset Management
Limited. Creative has audited assets under management of more than USD250 million at the end of 2015.
Jacky is licensed by the Hong Kong Securities and Futures Commission to conduct type 4 (advising on securities)
and type 9 (asset management) activities in Hong Kong.
The Directors have access to the Company’s external advisers e.g. NOMAD, lawyers and auditors as and
when required and are able to obtain advice from other external advisers when necessary.
All Directors have access to independent legal advice at the Company’s expense.
The Board will seek to take into account Board imbalances for future nominations, with areas to take
into account including gender balance.
Principle 7 – Evaluation of Board Performance
Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner.
From 2018 however, the Board will formally review and consider the performance of each director at or around the
time of publication of the company’s annual report.
On an ongoing basis, board members maintain a watching brief to identify relevant internal and external
candidates who may be suitable additions to or backup for current board members.
The Company undertakes annual monitoring of personal and corporate performance Responsibility for
assessing and monitoring the performance of the executive directors lies with the independent
non-executive director.
Agreed personal objectives and targets including financial and non-financial metrics are set each year for
the executive directors and performance measured against these metrics.
The Board as a whole is mindful of the need for considering succession planning.
Principle 8 – Corporate Culture
The Board believes that the promotion a corporate culture based on sound ethical values and behaviours is
essential to maximise shareholder value in the medium to long-term. The Company recognises the
importance of promoting an ethical corporate culture, interacting responsibly with all stakeholders and the
communities in which the Company operates.
The Company maintains and annually reviews a handbook that includes clear guidance on what is expected
of every employee and officer of the company. Adherence of these standards is a key factor in the evaluation
of performance within the company, including during annual performance reviews.
Guided by the Group’s core values of simplicity, empowerment, passion, innovation and authenticity, the
Group seeks to promote a culture where its people can thrive. For New Trend Lifestyle Group, this means
promoting strong business ethics and putting in place policies and programmes to build trust with employees.
As a first priority, NTLG seeks to uphold individual human rights in its operations and expects the same from
all partners. The Group’s policies outline the behaviours expected from employees and suppliers at all times
and set out the Group’s zero tolerance approach towards any form of modern slavery, discrimination or
unethical behaviour relating to bribery, corruption or business conduct.
To support its people, the Group makes development opportunities available to all employees through access
to one of the largest online libraries of e-learning courses in the world for technical, personal and leadership
skills development, as well as role-specific training and access to Instructor-Led Training. This training is aligned to personal development initiatives such as quarterly manager ‘check ins’
and real-time coaching.
The NTLG diversity policy outlines the Group’s commitment to building an inclusive culture, where people feel
able to be their best at work, irrespective of age, race, sexual orientation, religion, national origin or gender.
Principle 9 – Maintenance of Governance Structures and Processes
The Board provides strategic leadership for the Company and operates within the scope of a robust corporate
governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the
business, and defining the strategic goals that the Company implements in its business plans.
The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule
of matters that are reserved as the responsibility of the Board. The Chief Executive Officer leads the development of
business strategies within the Group’s operations. The Board currently consists of two Executive Directors and two
Non-executive Directors.
The Board considers that there is an appropriate balance between the Executives and Non-executives and that no individual or small group dominates the Board’s decision making.
The Board’s members have a wide range of expertise and experience and it is felt that concerns may be
addressed to the Non-executive Directors.
The Board has delegated certain authorities to committees, each with formal terms of reference and as
detailed above
The Board has considered mechanisms by which the business and the financial risks facing the Company
are managed and reported to the Board. The principal business and financial risks have been identified
and control procedures implemented. The Board acknowledges its responsibility for reviewing the
effectiveness of the systems that are in place to manage risk and to provide reasonable but not absolute
assurance with regard to the safeguarding of the Company’s assets against misstatement or loss.
Internal controls
The Board has ultimate responsibility for the Company’s system of internal control and for reviewing its
effectiveness. However, any such system of internal control can provide only reasonable, but not absolute,
assurance against material misstatement or loss. The Board considers that the internal controls in place are
appropriate for the size, complexity and risk profile of the Group. The principal elements of the Group’s
internal control system include:
• Close management of the day to day activities of the Group by the executive Directors;
• An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision
making and rapid implementation whilst minimising risks;
• A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet
and cash flow, which is approved by the Board;
• Detailed monthly reporting of performance against budget; and
• Central control over key areas such as capital expenditure authorisation and banking facilities.
The Company continues to review its system of internal control to ensure compliance with best practice,
whilst also having regard to its size and the resources available. The Board considers that the introduction
of an internal audit function is not appropriate at this juncture.
The Board has approved terms of reference for its Audit & Risk, AIM Compliance and Remuneration &
Nomination Committees to which certain responsibilities are delegated. The chair of each committee
reports to the Board on the activities of that committee. These terms are set out in full in on Pages
11/12 of the 2018 Annual Report & Accounts which is also available on our website.
The Chairman has overall responsibility for corporate governance and in promoting high standards
throughout the Company. He leads and chairs the Board, ensuring that committees are properly
structured and operate with appropriate terms of reference, ensures that performance of individual
Directors, the Board and its committees are reviewed on a regular basis, leads in the development
of strategy and setting objectives, and oversees communication between the Company and its
shareholders.
The Executive Directors are responsible for implementing and delivering the strategy and operational
decisions agreed by the Board, making operational and financial decisions required in the
day-to-day operation of the Company, providing executive leadership to managers, championing the
Company’s core values and promoting talent management.
The Independent Non-Executive Directors contribute independent thinking and judgement through the
application of their external experience and knowledge, scrutinise the performance of management,
provide constructive challenge to the Executive Directors and ensure that the Company is operating
within the governance and risk framework approved by the Board.
The Board reviews annually the effectiveness of its corporate governance structures and processes.
The primary duty of the Board is to act in the best interests of the Company at all times. The Board
also addresses issues relating to internal control and the Company’s approach to risk management.
The Company has also implemented a code for Directors´ and employees´ dealings in securities which is appropriate for a company whose securities are traded on AIM and is
in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.
Principle 10 – Shareholder Communication
The Board is committed to maintaining good communication with its shareholders and investors,
providing them with such information on the Company’s progress as is permitted by the AIM rules,
MAR and the requirements of the relevant legislation.
The Board believes that the Company’s Annual Report and Accounts, and its Interim Report published
after the half year, play an important part in presenting all shareholders with an assessment of the
Company’s position and prospects.
The Annual General Meeting is the principal opportunity for private shareholders to meet and discuss
the Company’s business with the Directors. There is an open question and answer session during
which shareholders may ask questions both about the resolutions being proposed and the business in
general. The Directors are also available after the meeting for an informal discussion with shareholders.
Results of shareholder meetings and details of votes cast will be publicly announced through RNS and
displayed on the Company’s website with suitable explanations of any actions undertaken as a result of
any significant votes against resolutions.
All reports and press releases are published on the Group’s website: www.newtrendlifestylegroup.com
and the Company will continue to keep its website up to date, participate in investor presentations,
attend conferences and release news flow and operational updates as appropriate.
The Company also includes a Corporate Governance Report in its Annual Report and Accounts.
Directors
Phang Song Hua (Chief Executive Officer)
Ajay Kumar Rajpal (Non-executive director and interim Finance Director)
Gregory Collier (Non-executive Chairman)
Chi Chiu Leung (executive Director)
Secretary and Registered Office
International Registrars Limited Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Financial and Nominated Adviser
SPARK Advisory Partners Limited
5 St. Johns Lane
London
EC1M 4BH
Stockbroker
SI Capital Ltd 46 Bridge Street Godalming
GU7 1HL
Solicitors
Bracher Rawlins
77 Kingsway
London
WC2B 6SR
Auditors
Jeffreys Henry LLP
Chartered Accountants & Registered Auditors Finsgate
5-7 Cranwood Street
London EC1V 9EE
Registrars
Capita Registrars
34 Beckenham Road Beckenham
Kent
BR3 47U
Legal Advisers to the Company as to Singapore Law
Robert Wang & Woo LLP
9 Temasek Boulevard
#41-01 Suntec Tower 2
Singapore 038989
The Role of the Board
At formal meetings, the board receives reports by Master Phang on the overall performance over the previous period.
He is supported by the Interim Finance Director on financial detail. Minutes of board Committee meetings held since
the previous formal board meeting are received and decisions made by those committees are submitted for ratification
where such is needed.There is a formal schedule of matters reserved for the board. This includes the setting of
high-level targets, approval of budgets, strategy, funding, capital expenditure, license agreements and incentive
schemes. Specific authority levels for expenditure are delegated to individual executives or management committees
according to a schedule agreed by the board. Whilst the bulk of the formulation of budgets and strategy is undertaken
by executive directors, this is done against a framework set by the whole board, challenged by it in detail and finally
approved by it. Financial information submitted regularly to the board includes monthly balance sheets and
profit & loss accounts; together with analyses of movements in cash, trade debtors and creditors, and fixed assets.
There are three board Committees; each with terms of reference set by the board. These are the combined
Remuneration and Nomination Committee (RNC), the Audit & Risk Committee (ARC) and the AIM Compliance
Committee (ACC). The Company’s Nomad is present at meetings of the ACC and provides advice that is passed on
to the main board as necessary. In the normal course, board Committees make recommendations to the board but
also have certain limited powers delegated to them. Minutes of Committee meetings are made available to the board
as a whole but may be redacted at the discretion of the Chairman of the Committee, if appropriate in consultation with
the Company Chairman. Where it is urgent that a recommendation of a Committee needs to be accepted by the board,
this is done by a directors’ resolution in writing. Certain other high level decisions that cannot await the convening of
a formal board meeting may be agreed by way of written resolutions. In such cases supporting papers are submitted
to the directors and they are given the opportunity to discuss the matter with other directors and executive
management. Written resolutions are deemed passed only if all directors vote in favour.
Overcoming geographic and time differences
The board is conscious of the need to overcome the difficulties that can arise from the time differences and geographic
separations that face directors; both between and within regions.It is not practical or cost-justified for the whole board
to meet face-to-face at every board meeting. So where one or more director is unable to be physically present, use is
made of telephone conference calls. In addition to the board meeting, there are also frequent but less-formal telephone
and email exchanges among directors. On these occasions there may be discussion of monthly management accounts
or any other topic a director may wish to raise. These meetings are chaired by the Company’s chairman. In addition to
using their influence at board and board Committee meetings, non-executive directors have direct access to the
secretary of the board Committees. This individual reports directly to the chairman of the Audit & Risk Committee,
is also the internal auditor for the group and has delegated to him all of the routine company secretarial work. By these
means, the non-executive directors believe that their roles are being discharged effectively.
The Audit and Risk Committee
The Audit and Risk Committee has Gregory Collier as Chairman, and has primary responsibility for monitoring the
quality of internal controls ensuring that the financial performance of the Company is properly measured and
reported on and reviewing reports from the Company’s auditors relating to the Company’s accounting and internal
controls, in all cases having due regard to the interests of Shareholders. The Audit and Risk Committee meets at
least twice a year. Ajay Rajpal is the other member of this Committee.
The Remuneration and Nomination Committee
The Remuneration and Nomination Committee has Leung Chi Chiu as Chairman, and will review the performance
of the executive directors and determine their terms and conditions of service, including their remuneration and the
grant of options, having due regard to the interests of Shareholders. The Remuneration and Nomination Committee
meets no less than once every year. Gregory Collier is the other members of this Committee.
The AIM Compliance Committee
The AIM Compliance Committee has Ajay Rajpal as Chairman and will meet twice a year to consider the Company’s
compliance with the AIM Rules and any changes to the AIM Rules since the last meeting. The Company’s Nominated
Adviser will be invited to attend each meeting of the AIM Compliance Committee. Gregory Collier is the other member
of this Committee.