Provision 4.5 of the Code: Multiple listed company directorships and other principal commitments The NC ensures that the new Directors are aware of their duties and obligations. For re-nomination and re-appointment of Directors, the NC takes into consideration the competing time commitments faced by Directors and their ability to devote sufficient time and attention to the Group. Each Director is required to declare changes in listed company directorships or other principal commitments during the year to enable the on-going monitoring of the commitment of the Directors to the Company. Aside from considering the number of listed company directorships and other principal commitments of the directors, the NC also considers the results of the annual evaluation of each Director’s effectiveness and the respective Director’s conduct at the Board and Board Committees meetings to determine whether the Director is able to discharge his duties diligently. In respect of FY 2024, the NC and Board were of the view that all of the Directors have discharged their duties diligently. As at the date of this report, none of the Directors hold more than 4 listed company directorships. Please refer to page 17 to 21 of the Annual Report for the listed company directorships and other principal commitments of the Directors. The Board provides for appointment of alternate director only in exceptional cases such as when a Director has a medical emergency. There is currently no alternate director on the Board. Board Performance Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors. Provision 5.1 and 5.2 of the Code: Assessment of effectiveness of the Board and Board Committees and assessing the contribution by individual directors The Board’s performance is linked to the overall performance of the Group. The Board ensures that the Company complies with the applicable laws, and members of our Board are required to act in good faith, with due diligence and care, and in the best interests of the Company and its shareholders. The NC is responsible for assessing the effectiveness of the Board, the board committees and each individual Director. The NC has established a review process and proposed objective performance criteria set out in assessment checklists which are approved by the Board. The NC assesses the overall effectiveness of the Board and its committees by having members of the Board and committees completing an Assessment Checklist, which takes into consideration factors such as its structure, conduct of meetings, risk management and internal controls, strategic leadership and relationship with the Management. The NC also assesses the Board’s performance based on a set of quantitative criteria and financial performance indicators. The NC assesses the individual Directors’ performance by completing an Individual Director Assessment Checklist, which takes into consideration factors such as commitment of time for meetings, level of participation and contribution at such meetings and the technical knowledge of the Directors. The evaluation of individual Directors aims to assess whether each Director continues to contribute effectively and demonstrate commitment to the role, including commitment of time for Board and Board Committee meetings, and any other duties. The Chairman will be briefed on the results of the performance evaluation, and where appropriate, propose new members to be appointed to the Board or seek the resignation of Directors, in consultation with the NC. Each member of the NC shall abstain from deliberating and voting on any resolutions in respect of the assessment of his performance or re-nomination as Director. The NC, having reviewed the overall performance of the Board as a whole, its Board committees as well as the performance of each individual Director, is overall satisfied with their performance for the period under review. No external facilitator has been engaged to conduct the Board performance evaluation. The Board and the NC have endeavoured to ensure that Directors appointed to the Board possess the background, experience, business and finance knowledge and management skills critical to the Group’s business. They have also ensured that each Director, with his special contributions, brings to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made. REMUNERATION MATTERS Procedures for Developing Remuneration Policies Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration. Provision 6.1 of the Code: RC to recommend remuneration framework and packages Provision 6.2 of the Code: Composition of RC 55 ANNUAL REPORT 2024 Corporate Governance Report
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