Board Orientation, Training and Updates Upon the appointment of a new Director, the Company will provide him/her with a formal letter, setting out his/her duties and obligations. The Company has put in place an orientation program for all newly appointed Director(s) to assimilate him/her into his/her new role and will provide him/her with a set of the Company’s policies, terms of reference of various board committees (where applicable) and corporate meeting calendar for the year. He/She will be briefed by Management on the business activities of the Group and its strategic directions as well as the duties and responsibilities as a Director. Provision 1.2 Changes to regulations and accounting standards are monitored closely by Management. To keep pace with the regulatory changes, where these changes have an important bearing on the Company’s or Director’s disclosure obligations, Directors are briefed by the Company Secretary on the continuing obligations under the SGX-ST Listing Manual and are regularly provided with news releases, articles and updates on changes to the Listing Manual from time to time. The Directors have also been kept abreast of the principles and provisions of the Code. During the financial year, a number of Directors attended the Listed Company Directors courses conducted by the Singapore Institute of Directors (“SID”) and other professional organisations including but not limited to “Director’s Conference”, “Sustainability as Corporate Strategy: Risks and Opportunities Beyond Reporting”, “ISCA Annual Conference”, “Annual Construction Law Update 2024”, “Sustainability as Corporate Strategy: Risks and opportunities beyond Reporting”, “Top Executive WSH Programme”, “Understanding and Applying the Public Sector Standard Conditions of Contract”, “Sustainability Reporting: Board & Director Responsibilities”, Sustainable Digital Transformation & Smart Everything”, “Green Infrastructure”, “Beyond the 9-Year Rule”, Nominating Committee Essentials”, Non-Executive Directors Arrested” What can go wrong?”, SGTI Forum – Navigating Sustainable Governance”, and “Legal Liabilities of Board Members (Commissioner of Charities and Charity Council)”. Appropriate external training for Directors conducted by the SID and other organisations will be arranged by the Company when necessary. Pursuant to Rule 720(7) of the Listing Manual, all directors have to undergo training on sustainability matters as prescribed by the SGX-ST. All the Directors have attended the LED-Environmental, Social and Governance Essentials (Core) conducted by the SID. Rule 720(7) During FY2024, Ms Wong Ee Kean, a newly appointed Director, completed her mandatory training courses (LED 1, 2, 3, 4 and 9) conducted by SID as well as elective modules, Audit Committee Essentials (LED 5) and Board Risk Committee Essentials (LED 6). Practice Note 2.3 Matters Requiring Board Approval The Board has adopted a set of internal guidelines on the matters requiring Board’s approval. Matters that are specifically reserved for the approval of the Board include, among others, any material acquisitions and disposals of assets, corporate or financial restructuring, share issuance, proposal of dividends, announceable matters, legal claims and litigation, and other matters as may be considered by the Board from time to time. Provision 1.3 Delegation to Board Committees The Board has delegated certain functions to various Board Committees, namely the Audit Committee (“AC”), the Remuneration Committee (“RC”), and the Nominating Committee (“NC”). Each Committee operates within clearly defined terms of reference and operating procedures, which are reviewed periodically. All Board Committees are chaired by an independent director. While these Board Committees are delegated with certain responsibilities, the responsibility for decisions relating to matters under the purview of the Board Committees ultimately lies with the Board. Provision 1.4 Attendance at Board and Board Committees Meetings The Company’s Constitution permits directors of the Company (the “Directors”) to attend meetings through the use of audio-visual communication equipment. Provision 1.5 The Board and Board Committees conduct meetings on a regularly basis which are planned in advance. Ad-hoc meetings are conducted as and when circumstances require. In between Board meetings, important matters concerning the Company are also put to the Board for its decision by way of circulating resolutions in writing for the Directors’ approval together with supporting memorandum, enabling the Directors to make informed decisions. Provisions 1.5 & 1.6 25 ANNUAL REPORT 2024 CORPORATE GOVERNANCE REPORT
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