The principal functions of the Board, in addition to carrying out its statutory responsibilities, inter alia, are as follows: • overseeing and approving the formulation of the Group’s overall long-term strategic objectives and directions, corporate strategy and objectives as well as business plans, taking into consideration sustainability issues; • overseeing and reviewing the management of the Group’s business affairs and financial controls, performance and resource allocation, including ensuring that the required financial and human resources are available for the Group to meet its objectives; • establishing a framework of prudent and effective controls to assess and manage risks and safeguard shareholders’ interests and the Group’s assets; • to review the Management’s performance; • to set the Group’s values and standards and ensure that obligations to shareholders and other stakeholders are understood and met; • to approve the release of the Group’s financial results, annual reports and announcements to shareholders; • to review and approve related party transactions to ensure compliance with relevant rules and terms stated in the shareholders’ mandate; and • to assume the responsibilities for corporate governance. All Directors recognize that they have to discharge their duties and responsibilities at all times as fiduciaries in the interests of the Company. The Board is a representation of the shareholders in the Company and is accountable to them through effective governance of the business. Each Director is required to promptly disclose any actual, potential and perceived conflict of interest, in relation to a transaction or proposed transaction with the Group as soon as practicable after the relevant facts have come to his/her knowledge. On an annual basis, each Director is also required to submit details of his associates for the purpose of monitoring interested person transactions. Any Director facing a conflict of interest will recuse himself from the discussions and abstain from participating in any Board decisions and voting on resolutions regarding the matter. The Company has established a Code of Business Ethics that sets the principles of business ethics for the Group and covers areas such as business conduct, protection of Company’s assets, confidentiality of information and conflicts of interest. All staff of the Group are expected to uphold high standards of integrity that comply with the Company’s Code as well as laws and regulations of the countries in which they operate. Provision 1.2 of the Code: Directors’ induction, training and development Newly appointed Directors will receive a formal letter explaining their duties and responsibilities, and will undergo orientation and be briefed on the business and governance practices of the Group as well as industry-specific knowledge. As stipulated under Rule 406(3)(a) of the Catalist Rules, directors who are appointed and who have no prior experience as directors of a listed company in Singapore must undergo training in the roles and responsibilities of a director of a listed issuer as prescribed by the SGX-ST. Briefings on the roles and responsibilities as directors of a listed company in Singapore will be conducted for the new appointees. They may also attend courses conducted by other training institutions in areas such as accounting, legal and industry specific knowledge, where appropriate, in connection with their duties. Mr Yeo Wee Kiong, Mr Sim Guan Seng and Mr Daniel Loh Hong Chye were appointed as Independent and Non-Executive Chairman, and Independent Directors of the Company on 20 April 2024, respectively. Mr Daniel Loh Hong Chye does not have prior experience as a director of a public listed company in Singapore but has been briefed on the roles and responsibilities of a director of a listed company in Singapore. As at the date of this report, Mr Daniel Loh Hong Chye has attended modules LED 1-9 conducted by the Singapore Institute of Directors as part of the Listed Entity Directors Programme. Directors may request to visit the Group’s operating facilities and meet with the Management to gain a better understanding of the Group’s business operations and corporate governance practices. The Directors are also encouraged to keep themselves abreast of the latest developments relevant to the Group and attendance of appropriate courses and seminars will be arranged and funded by the Company. The external auditors, during their presentation of the audit plan, will update the Directors on the new or revised financial reporting standards on an annual basis. Our Company’s Catalist Sponsor, SAC Capital Private Limited, provides updates to the Board whenever there are changes to the listing rules or the Code of Corporate Governance. 50 ANNUAL REPORT 2024 Corporate Governance Report
RkJQdWJsaXNoZXIy NTkwNzg=