Continuous review of Directors’ independence The NC determines the independence of each non-executive director annually, and when circumstances require, having regard to the circumstances set out in the Provision 2.1 of the Code, its Practice Guidance and Rule 210(5)(d) of the SGX-ST Listing Manual. The NC requires all the Independent Directors to confirm their independence and their relationships with the Directors, Management and substantial shareholders (5% or more stake) of the Company by a declaration in writing annually. Provision 4.4 The NC had assessed the independence of Mr Chong Wai Siak, Mr Koh Tee Huck Kenneth, Mr Fong Heng Boo and Ms Wong Ee Kean, and was satisfied that there was no relationship or other factors such as financial assistance, past association, business dealings, being a representative of a shareholder, financial dependence, relationship with the Group or the Group’s management, which would impair or compromise their independent judgment or which would deem them not to be independent. Therefore, the NC is of the view that there is sufficient independence on the Board and its composition is appropriate to facilitate effective decision-making. Each Independent Director had recused himself/herself in the determination of his/her own independence. Alternate Directors The Board takes the stand that alternate directors should only be appointed in exceptional circumstances. The Company has no alternate director on its Board. Commitment of Directors with Multiple Board Representatives The NC has set guidelines on the maximum number of Board appointments in listed companies that a Board member can hold to ensure that the Directors are able to commit their time to effectively discharge their responsibilities. Based on the guidelines set by the NC, each Board member shall not have more than seven listed Board representations including the Company. None of the Directors currently have more than seven directorships on listed companies. As the number of board representations should not be the only measurement of a Director’s commitment and ability to contribute effectively, the NC takes the view that if a Director wishes to hold board representations in more than the maximum stated per the guidelines, a request shall be made to the NC before consideration before it is submitted to the Board for approval. Provision 4.5 The considerations in assessing the capacity of Directors include the following: • expected and/or competing time commitments of Directors; • size and composition of the Board; • nature and scope of the Group’s operations and size; • relevant industry knowledge and experience; and • relevant corporate, professional and management experience. 33 ANNUAL REPORT 2024 CORPORATE GOVERNANCE REPORT
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