Board Membership Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board. NC Composition and Role During FY2024, the NC comprised the following three Directors, all members, including its Chairman were independent: Koh Tee Huck Kenneth* – Chairman (Independent) Chong Wai Siak – Member (Independent) Fong Heng Boo – Member (Independent) * Appointed as Chairman of the NC on 29 February 2024. Provision 4.1 and Provision 4.2 The NC is guided by its terms of reference which sets out its responsibilities. The terms of reference are in line with the Code. The NC is responsible for: Provision 4.1 (i) reviewing and recommending the nomination or re-nomination of the Directors having regard to the Director’ contribution and performance; (ii) determining on an annual basis whether or not a Director is independent having regard to the circumstances set forth in Provision 2.1 of the 2018 Code and the Listing Manual of the SGX-ST; (iii) prior to 1 January 2022, conducting a rigorous review of the independence of any Director who has served on the Board for more than nine years from the date of his first appointment and the reasons for considering him as independent; (iv) deciding whether or not a Director is able to and has been adequately carrying out his duties as a director; (v) deciding whether a Director with multiple board representations is able to and has been adequately carrying out his duties as a director and where a Director holds a significant number of listed company directorships and principal commitments, assessing the ability of such a Director to diligently discharge his or her duties; (vi) reviewing the composition of the Board annually to ensure that the Board has an appropriate balance of expertise, skills, attributes and abilities; (vii) the process and criteria for evaluation of the performance of the Board, its board committees and Director; (viii) reviewing Board succession plans for Directors, in particular the Chairman & CEO and key management personnel; and (ix) reviewing training & professional development programs for the Board and its Directors. Board succession Planning The Board believes in carrying out succession planning for itself and the CEO to ensure continuity of leadership. Board renewal is a continuing process. In this regard, the NC reviews annually the composition of the Board, which includes size and mix, and recommends to the Board the selection and appointment of new Directors, whether in addition to, or in replacement of retiring Board members, with a view to identifying any gaps in the Board’s skills sets taking into account the Company’s business operations. The Board will be able to function smoothly notwithstanding any resignation or retirement of any Director given the present number of members and mix of competence of the Board. As part of the Company’s effort in ensuring a smooth transition of Board renewal, Ms Wong Ee Kean was appointed as a new Non-executive Independent Director of the Company on 31 January 2024 in place of Mr Chong Weng Hoe who stepped down on 29 February 2024. 31 ANNUAL REPORT 2024 CORPORATE GOVERNANCE REPORT
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