Board Audit Committee Nominating Committee Remuneration Committee No. of Meetings Held No. of Meetings Attended No. of Meetings Held No. of Meetings Attended No. of Meetings Held No. of Meetings Attended No. of Meetings Held No. of Meetings Attended Mr Sidney Chew Choon Tee 4 4 3 NA 1 1 2 NA Mr Yeo Wee Kiong (#) 4 3 3 2 1 — 2 2 Mr Sim Guan Seng (#) 4 3 3 2 1 — 2 2 Mr Daniel Loh Hong Chye (#) 4 3 3 2 1 NA 2 2 Mr Lee Bon Leong (*) 4 1 3 1 1 1 2 — Mr Chan Kam Loon (*) 4 1 3 1 1 1 2 — Dr Tay Kin Bee (*) 4 1 3 1 1 NA 2 — Mr Yasutaka Kawamura 4 4 3 NA 1 NA 2 NA When a Director has multiple board representations, the NC also considers whether or not the Director is able to and has adequately carried out his duties as a Director of the Company. The NC is satisfied that sufficient time and attention has been given by the Directors to the affairs of the Company, notwithstanding that some of the Directors have multiple board representations. The NC is of the view that the matter relating to multiple board representations should be left to the judgement of each Director given that time requirements for different board representations vary. As such, the NC and the Board have decided that there is no necessity to determine the maximum number of listed company board representations which a Director may hold. None of the Directors hold more than 4 directorships in listed companies concurrently. Provision 1.6 of the Code: Access to information The Company recognises that the flow of relevant, complete and accurate information on a timely basis is critical for the Board to discharge its duties effectively. The Management provides the Board with quarterly management accounts, as well as relevant background or explanatory information relating to the matters that would be discussed at the Board meetings, prior to the scheduled meetings. All Directors are also furnished with updates on the financial position and any material developments of the Group as and when necessary. Note: (*) Mr Lee Bon Leong, Mr Chan Kam Loon and Dr Tay Kin Bee have retired from the Board on 19 April 2024. (#) Mr Yeo Wee Kiong, Mr Sim Guan Seng and Mr Daniel Loh Hong Chye were appointed to the Board on 20 April 2024. Provision 1.3 of the Code: Matters requiring Board’s approval Although the day-to-day management of the Company is delegated to the Managing Director, the approval of the Board is required for matters such as corporate restructuring, mergers and acquisitions, major investments and divestments, material acquisitions and disposals of assets, major corporate policies on key areas of operations, major corporate actions such as share issuance, the release of the Group’s results and announcement to shareholders, declaration of dividends and interested person transactions. Provision 1.4 of the Code: Board Committees To assist the Board in discharging its oversight functions and execution of its responsibilities, the Board has established three Board Committees, comprising an Audit Committee (the “AC”), a Nominating Committee (the “NC”) and a Remuneration Committee (the “RC”). These Board Committees function within clearly defined written terms of reference and operating procedures. The terms of reference of the respective Board Committees, which are reviewed by the Board on a regular basis, as well as other relevant information on the Board Committees can be found in the subsequent sections of this report. Provision 1.5 of the Code: Board Meetings and Attendance The Board meets regularly on a quarterly basis and ad-hoc Board Committee or Board meetings are convened when they are deemed necessary. In between Board meetings, other important matters will be tabled for the Board’s approval by way of circulating resolutions in writing. The Constitution of the Company provides for meetings of the Board to be held by way of telephonic or video conference. The attendance of the Directors at scheduled Board Committee and Board meetings held in FY 2024 is set out below: 51 ANNUAL REPORT 2024 Corporate Governance Report
RkJQdWJsaXNoZXIy NTkwNzg=