In accordance with the Constitution of the Company, Mr Colin Ong, Mr Daniel Desbaillets and Mrs Wong Ai Ai are due to retire by rotation at the 2025 AGM, and being eligible, have offered themselves for re-election at the 2025 AGM. The NRC has considered their contribution and performance and recommended to the Board to support their re-election for shareholders’ approval at the 2025 AGM. Ms Wong and Ms Young who were appointed on 7 February 2025 would also be retiring at the 2025 AGM and being eligible, have offered themselves for re-election. The NRC has also recommended that they be re-elected at the said meeting. The Board concurred with the NRC’s recommendation for the re-election of Directors at the 2025 AGM. The relevant Directors who are seeking reelection have abstained from the deliberation concerning their own re-election. Criteria and Process for Nomination and Selection of New Directors (Provision 4.3) Based on NC’s (currently, the NRC) terms of reference, the NC (currently, the NRC) would review all nominations and interview candidates before formally considering and recommending them for appointment to the Board and where applicable, to the Committees. No new appointments were made in 2024. Searches for potential candidates generally consider recommendations from the Directors and various other sources, and if required, an external search would be performed to identify qualified candidates for the NC (currently, the NRC) and the Board’s consideration. Where necessary, the NC (currently, the NRC) would consider the use of external search consultants to find appropriate candidates. Shortlisted candidates would be required to furnish their curriculum vitae containing information on their academic/professional qualification, work experience, employment history and experience (if any) as directors of listed companies. Ms Wong and Ms Young were introduced and recommended for appointment as IDs by two IDs (“Proposing IDs”) one of whom is the Lead ID. The curriculum vitae (“CVs”) of Ms Wong and Ms Young were circulated to the Board on 28 January 2025, along with the CV of another Board candidate being considered who had been previously proposed by the Executive Chairman (“Third Candidate”). The Third Candidate had previously been declined by the Proposing IDs, who were members of the former NC, before 28 January 2025. Prior to their proposed appointments, invitations were sent to all the then NC members on 28 January 2025 as well as all remaining members of the Board for separate virtual interviews with Ms Wong and Ms Young. Different interview slots were made available to all the members of the then NC and remaining Board members for them to select the time and available dates (being 31 January, 3 February and 5 February 2025) which was convenient for each such director. The virtual interviews were eventually attended by four IDs (“Relevant IDs”). Separate interviews by the then NC Chairman with each of the two candidates were later cancelled due to a family emergency of the then NC Chairman. The Group CEO arranged his own interview slots with them. Interview notes by the Relevant IDs on both candidates were prepared and circulated to the Board. The Proposing IDs were the only members of the then NC who attended the interviews. The Lead ID, also being one of the Relevant IDs, subsequently requested, in accordance with the Company’s Constitution for a Board meeting to deliberate on the election of three candidates to the Board, comprising Ms Wong, Ms Young and the Third Candidate. The Board meeting requested by the Lead ID was held and attended by all Directors, which included all members of the then NC, on 7 February 2025 (“7 Feb Meeting”). The Proposing IDs explained that the purpose of calling for the full Board meeting and the recommendation of these appointments, without first going through the then NC, was due to corporate governance concerns as well as to meet the diversity targets of the Company. The Relevant IDs informed the Directors at the 7 Feb Meeting that they had met with both Ms Wong and Ms Young and found them suitable for appointment as IDs (“Appointments”). Several Directors, namely Mr Kwek Leng Beng (Executive Chairman and then NC member), Mr Chong Yoon Chou (then NC Chairman), Mr Colin Ong (then NC member) and Mr Philip Yeo (former NC Chairman from May 2014 to December 2021) (collectively, the “Opposing Directors”), objected to the increase in the Board size and the process by which the recommendation was made for the Appointments. They also stated that the nomination of the Third Candidate proposed by the Executive Chairman was no longer under consideration as they were of the view that the Board size should not be increased. One of the Relevant IDs, and also an NC member, requested pausing the 7 Feb Meeting to hold an ad hoc NC meeting, especially since all members of the NC were present. However, this request was declined by the Opposing Directors. As there were contrasting views concerning the Appointments, which were discussed and debated at length at the 7 Feb Meeting, there were objections to having a vote taken on the Appointments at the 7 Feb Meeting itself and, accordingly, no vote on the Appointments was taken at the 7 Feb Meeting. Three IDs, comprising the Proposing IDs and another ID, proposed during the 7 Feb Meeting (with no objections raised) CORPORATE GOVERNANCE REPORT 13
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