Board Composition and Guidance Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company. Provision 2.1 of the Code: Director’s independence Provision 2.2 of the Code: Independent directors make up a majority of the Board Provision 2.3 of the Code: Non-executive directors make up a majority of the Board The Board comprises five Directors, of whom three are independent. With an Independent Chairman of the Board and more than half of the Board made up of independent directors, the Board is capable of exercising independent and objective judgement on corporate affairs of the Group. The independence of each Director is reviewed annually by the NC and the Board. Each Independent Director is required to complete a checklist annually to confirm his independence based on the guidelines as set out in the Code and the Catalist Rules. The NC adopts the Code’s definition of what constitutes an “independent” director in its review. The NC takes into consideration, among other things, whether a Director has business relationships with the Company, its related companies, its substantial shareholders or its officers, and if so, whether such relationships could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgment with a view to the best interests of the Company. The NC and the Board are of the view that all its Independent Directors have satisfied the criteria of independence in accordance to the Code, its Practice Guidance and Rules 406(3)(d)(i) and 406(3)(d)(ii) of the Catalist Rules as a result of its review. As at the date of this report, all its Independent Directors have served on the Board for a period of less than nine years from the date of their first appointments. The NC and the Board are of the view that all its Independent Directors have satisfied the criteria of independence in accordance to Rule 406(3)(d)(iv) of the Catalist Rules. Provision 2.4 of the Code: Board Composition The Board has examined its size and is of the view that it is an appropriate size for effective decision-making, taking into consideration the scope and nature of the operations of the Group and the requirements of the Group’s business. The NC is of the view that no individual or small group of individuals dominates the Board’s decision-making. The Company believes that a diverse Board will bring a wider range of skills and experience, leading to constructive discussion and better decisions. An effective and diverse Board will in turn contribute to the attainment of its strategic objectives and better and sustainable performance of the Company. In the Company’s board diversity policy, emphasis is placed on having an effective blend of competencies, skills, experience and knowledge that will enable the Board to discharge its duties and responsibilities effectively and support good decision making. The Board is of the view that, while it is important to promote board diversity in terms of gender, age and ethnicity, criteria based on an effective blend of competencies, skills, experience and knowledge to strengthen the Board should remain a priority. For achieving an optimal Board, diversity targets may be set and reviewed from time to time to ensure their appropriateness. Under the policy, the NC will consider the benefits of all aspects of diversity with emphasis being placed on having an effective blend of competencies, skills, experience and knowledge in the annual review of Board composition. In identifying suitable candidates for appointment to the Board, the NC will consider candidates on merit against objective criteria and with due regard for the benefits of diversity. MEGACHEM LIMITED ANNUAL REPORT 2025 56 CORPORATE GOVERNANCE REPORT
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