The Board has considered Mr Kwek Leng Beng’s role as an Executive Chairman and the strengths he brings to such a role by virtue of his stature and experience. Through the appointment of the Lead ID (see more information below) and the establishment of various Committees with power and authority to perform key functions without undue influence from the Board Chairman, and the putting in place of internal controls for proper accountability and to allow for effective oversight by the Board of the Company’s business, the Board ensures that there is an appropriate balance of power which allows the Board to exercise objective decision-making in the best interests of the Company. Lead Independent Director (Provision 3.3) Cognisant that the Board Chairman is an Executive Director and thus not independent, the Board has designated a Lead ID who serves as a sounding board for the Board Chairman and as an intermediary between the NEDs/IDs and the Board Chairman. The current Lead ID is Mr Philip Lee. The role of the Lead ID is set out in the written terms of reference for the Lead ID, which has been approved by the Board. The Lead ID is available to shareholders should they have concerns which cannot be resolved or are inappropriate to raise through the normal communication channels of the Board Chairman or Management. In 2024, BlackRock, an institutional investor reached out to the Lead ID for a meeting which Mr Chong Yoon Chou participated as well. They responded to queries relating to the Board and Committees’ structure and processes, nomination, performance and evaluation process, Board succession planning processes, the Board’s oversight on material and strategy-related issues as well as the role and responsibilities of the Lead ID. Under the chairmanship of the Lead ID, one meeting of the NEDs was convened in 2024 without the presence of Management or the Board Chairman, and the views expressed by the NEDs at the meeting were communicated by the Lead ID to the Board Chairman and Management, as appropriate. Principle 4: Board Membership NC Composition and Role (Provisions 4.1 and 4.2) An NRC which is a merger of the NC and RC was constituted on 21 February 2025. All five members of the NRC, including the NRC chairman, are IDs. The Lead ID is one of the independent members of the NRC. Members of the NRC and the then NC are shown on page 2 above. The NRC assumes, amongst others, the roles of the then NC, which are also set out below. The key responsibilities of the NRC are set out in its written terms of reference approved by the Board. The key responsibilities of the NC, subsumed by the NRC, were as follows: • to examine Board size; • to review all Board and Committees composition and membership; • the development of a process and criteria for evaluation of the performance and effectiveness of the Board as a whole, and of each of its Committees as well as the contribution from the Board Chairman, the chairman of the respective Committees and each of the Directors; • review the board diversity policy and recommend to the Board annually, objectives for diversity (whether qualitative and quantitative) and review the progress made towards achieving the Board’s objectives for diversity; • to review board succession plans for the Directors (including the Board Chairman and the Group CEO) and the KMP (who are not directors); • to determine each Director’s independence annually and as and when circumstances require; • to evaluate the performance of the Board, the Board Chairman, Committees and the individual Directors (including the Group CEO); • to review appointment and re-appointment of Directors (including the Board Chairman and the Group CEO, and alternate directors, if any) and the reasons for their resignations; • to review appointments and the reasons for resignations and terminations of the KMP who are not Directors; • to review and confirm the induction programmes for newly appointed Directors and for existing Directors in respect of their appointments to any of the Committees; and • to review the training and continuous professional development programme for the Directors. Four NC meetings were held in 2024. The Company Secretaries maintained records of all NC meetings and will be maintaining records of all NRC meetings including records of discussions on key deliberations and decisions taken. For the financial year under review, the then NC conducted a self-assessment of its own effectiveness in the discharge of its roles and responsibilities, which was facilitated with a self-assessment checklist (“NC Self-Assessment Checklist”). The NC Self-Assessment Checklist covered, inter alia, the responsibilities of the then NC under its terms of reference and also considered the contributions of then NC members to the deliberation and decision-making process at NC meetings. CORPORATE GOVERNANCE REPORT 11
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