The Directors are also regularly briefed on the development of the business activities of the Group. In order to ensure that the Board is able to fulfil its responsibilities, prior to the Board meetings, Management will provide the members of the Board with management accounts, as well as relevant background information and documents relating to items of business to be discussed at a Board meeting. Separate and Independent Access The Independent Directors have separate and independent access to senior Management of the Company and other employees to seek additional information, if required. To facilitate such access, the contact particulars of senior Management have been provided to the Directors. Directors have the right to seek independent professional advice, if required or as and when necessary, to enable them to discharge their duties and responsibilities effectively. The costs of such independent professional advice will be borne by the Company. Provision 1.7 The Directors have separate and independent access to the Company Secretaries at all times. The Company Secretaries have the responsibility to ensure that Board procedures are followed and that all applicable rules and regulations including requirements of the Securities and Futures Act (Chapter 289) of Singapore, the Act and the SGX-ST Listing Manual, are complied with. The Company Secretaries will assist the Chairman and the Board to implement and strengthen corporate governance practices, with a view to enhancing long-term shareholder value. Either one or both of the Company Secretaries will be in attendance at meetings of the Board and Board Committees and prepare minutes of meetings. The Company Secretaries will assist the Board Chairman, the Chairman of each Board Committee and key management personnel in the development of the agenda for the various Board and Board Committee meetings. The appointment and removal of the Company Secretaries should be a matter for the Board as a whole. Board Composition and Guidance Principle 2: The Board has 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. As at 30 September 2024, the Board comprises seven (7) members of whom three (3) are Executive Directors and four (4) are Independent Directors, as follows: Leo Ting Ping Ronald Chairman and Chief Executive Officer Er Ang Hooa Executive Director Xu Quanqiang Executive Director Fong Heng Boo Lead Independent Director Chong Wai Siak Independent Director Koh Tee Huck Kenneth Independent Director Wong Ee Kean Independent Director (Appointed on 31 January 2024) A majority of the Directors are non-executive and include professionals with relevant industry knowledge and experience, accounting and finance, legal, business and management experience, and strategic planning experience. This provides Management with the benefit of an external diverse and objective perspective of issues that are brought before the Board. Board Independence Under Provision 2.1 of the Code, an “independent” director is one who is independent in conduct, character and judgement, and has no relationship with the company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgement in the best interest of the company. Provision 2.1 Rule 210(5)(d) of the Listing Manual of the SGX-ST also sets out circumstances under which a director will not be independent. 27 ANNUAL REPORT 2024 CORPORATE GOVERNANCE REPORT
RkJQdWJsaXNoZXIy NTkwNzg=