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 and performance and taking into consideration the composition, diversity, and progressive renewal of the Board; (b) making recommendations to the Board on relevant matters relating to the review of succession plans for the Directors, in particular, for the Chairman and Managing Director as well as for key management personnel; (c) reviewing and approving any new employment of related persons and the proposed terms of their employment; (d) determining on an annual basis, and as and when circumstances require, whether or not a Director is independent; MEGACHEM LIMITED ANNUAL REPORT 2025 58 CORPORATE GOVERNANCE REPORT
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