The Board has taken the following steps to maintain or enhance its balance and diversity: (i) annual review by the NC to assess if the existing attributes and core competencies of the Board are complementary and enhance the efficacy of the Board; and (ii) annual evaluation by the Directors with a view to understanding the range and level of expertise which is potentially lacking on the Board. The NC will consider the results of these exercises in its recommendation for the appointment of new directors and/or the re-appointment of incumbent directors. Non-Executive and/or Independent Directors, led by the Lead Independent Director, will meet at least once a year without the presence of Management to discuss pertinent matters like the performance of Management, risk management, internal controls, Management succession planning and important business issues. During the financial year, the Independent Directors met at least once without the presence of Management to confer and discuss pertinent matters. Provision 2.5 Chairman and Chief Executive Officer (“CEO”) Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making. The roles of the Chairman and the CEO are currently assumed by Mr Leo Ting Ping Ronald (“Mr Leo”) which has deviated from Provision 3.1 of the Code. The Board is of the opinion that it will not be in the Group’s interests to institute a separation in the role of the Chairman from that of the CEO, after taking into account the size, scope and nature of the operations of the Group. With in-depth industry knowledge and experience, Mr Leo plays an instrumental role in developing the business of the Group and has provided the Group with strong leadership and vision. Provision 3.1 and Provision 3.2 Mr Leo is involved in significant corporate matters, especially those strategic in nature. In addition, he is responsible for the effective functioning of the Board and exercises control over the quality, quantity and timeliness of the flow of information between Management and the Board, and in ensuring compliance with the guidelines set out in the Code. Although the roles of Chairman and the CEO are not separated, the Board is of the view that there are sufficient safeguards and checks to ensure that the process of decision making by the Board is independent and is based on collective decisions without any individual or group of individuals exercising any considerable concentration of power or influence and there is accountability for good corporate governance. All the Board Committees are chaired by Independent Directors. The Board has no dissenting views on the Chairman’s Statement to the shareholders for the financial year under review. Lead Independent Director As the Executive Chairman is not being regarded as independent, a Lead Independent Director is available to the shareholders if they have concerns when contact through the normal channels to the Chairman and CEO or the Chief Financial Officer has failed resolution or when such contact is inappropriate or inadequate. Mr Fong Heng Boo is the Lead Independent Director appointed on 29 February 2024. Shareholders can send their enquiries through email to Mr Fong at hengboo.fong@gmail.com. Provision 3.3 Based on the above reasons, the Board is of the view that the practices adopted by the Company are consistent with the intent of Principle 3 of the Code. 30 KEONG HONG HOLDINGS LIMITED CORPORATE GOVERNANCE REPORT
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