Corporate Governance Report The Board as a group provides an appropriate balance of diversity of skills, experience and knowledge of the Company, with core competencies in accounting and finance, legal expertise, business and management experience, industry knowledge, strategic planning and customer-based experience and knowledge. This enables the Management to benefit from the external and expert perspectives of the Directors who collectively possess the core competencies relevant to the direction and growth of the Group. Provision 2.5 of the Code: Meeting of Independent Directors without Management Where necessary or appropriate, the Independent Directors will meet without the presence of the Management. The Independent Directors communicate regularly to discuss matters related to the Group, including the performance of the Management. Where appropriate, Independent Directors provide feedback to the Board after such meetings. The profiles of our Directors are set out on pages 17 to 21 of this Annual Report. Chairman and Chief Executive Officer 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. Provision 3.1 of the Code: Separation of the roles of the Chairman and the Chief Executive Officer (“CEO”) Provision 3.2 of the Code: Division of responsibilities between the Chairman and CEO Provision 3.3 of the Code: Lead Independent Director The Chairman, Mr Yeo Wee Kiong, and the Managing Director, Mr Sidney Chew Choon Tee, are separate persons and have no familial relationship with each other. As the Chairman is independent, there is no necessity for the appointment of a Lead Independent Director. Mr Sidney Chew Choon Tee is responsible for formulating corporate strategies, leading the Group’s marketing and business development activities as well as ensuring the smooth operation of the Group. The Board is of the view that as all major decisions are made in consultation with the Board and with the establishment of the three Board Committees, there are adequate safeguards in place to ensure accountability and unfettered decision-making, as well as to prevent an uneven concentration of power and authority in a single individual. The Chairman, in consultation with the Management, ensures: • that Board meetings are held as and when necessary to enable the Board to perform its duties responsibly, while not interfering with the flow of the Company’s operations; • that the agenda for Board meetings are prepared, with the assistance of the Company Secretary; • the exercise of control over the quality, quantity and timeliness of information between the Management and the Board and the facilitation of effective contribution from the Independent Directors; • effective communication with shareholders and compliance with corporate governance best practices; and • compliance with the Company’s guidelines on corporate governance. 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. Provision 4.1 of the Code: Role of the NC Provision 4.2 of the Code: Composition of NC The NC is responsible for making recommendations on all board appointments and re-nominations, having regard to the contribution and performance of the Director seeking re-election. The NC comprises Mr Yeo Wee Kiong (Chairman of NC), Mr Sim Guan Seng and Mr Sidney Chew Choon Tee. A majority of the NC, including the Chairman of the NC, is independent. The Chairman of the NC is not, and is not directly associated with, any substantial shareholder of the Company. The NC holds at least one meeting in each financial year. The written terms of reference of the NC have been approved and adopted, and they include the following:– (a) developing and maintaining a formal and transparent process for Director appointments and re-nomination and making recommendations to the Board on Director appointment and re-appointment (including the appointment of alternate directors, if any), and recommending to the Board re-nominations of existing Directors for re-election in accordance with the Company’s Constitution, having regard to their competencies, commitment, contribution 53 ANNUAL REPORT 2024
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