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 The RC makes recommendations to the Board on the framework of remuneration and the specific remuneration packages for each Director. The RC comprises Mr Daniel Loh Hong Chye (Chairman of RC), Mr Yeo Wee Kiong and Mr Sim Guan Seng. All members of the RC, including the Chairman, are independent. The RC holds at least one meeting in each financial year. The written terms of reference of the RC have been approved and adopted, and they include the following:– (a) reviewing and recommending to the Board a framework of remuneration for the Directors and key management personnel and determining specific remuneration packages of each Director. The RC shall cover all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, awards to be granted under the Company’s performance share scheme, and benefits in kind; (b) reviewing annually the remuneration, bonuses, pay increase and/or promotions of employees who are related to the Directors or substantial shareholders of the Company to ensure that their remuneration packages are in line with the staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities; (c) reviewing the Company’s obligations arising in the event of termination of service contracts entered into between the Group and its Executive Directors or key management personnel, as the case may be, to ensure that the service contracts contain fair and reasonable termination clauses which are not overly onerous to the Group; (d) if necessary, seeking expert advice within and/or outside the Company on remuneration matters, ensuring that existing relationships, if any, between the Company and its appointed remuneration consultants will not affect the independence and objectivity of the remuneration consultants; and (e) reviewing annually the remuneration package in order to maintain their attractiveness to retain and motivate the Directors and key management personnel and to align the interests of the Directors and key management personnel with the long-term interests of the Company. MEGACHEM LIMITED ANNUAL REPORT 2025 61 CORPORATE GOVERNANCE REPORT
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