for both the current and in the preceding five years, and other relevant information; ‘Additional Information on Directors seeking re-election’; and the ‘Notice of Annual General Meeting’ for information on Directors proposed for re-election at the 2025 AGM. Board Development (Provision 4.5) The then NC, (currently, the NRC) reviewed the training and development of the Directors to ensure that Directors receive appropriate development on a continuing basis, to perform their roles on the Board and where applicable, the Committees. The Directors are provided with updates and/or briefings to assist them to properly discharge their duties. The briefings were conducted either internally with invited speakers, or externally, at the Company’s expense. A separate programme is established for new Directors, details of which together with details of the internal briefing and updates provided to the Directors in 2024 are set out in the paragraph under the subject heading ‘Board Orientation and Training’ in this report. The Board is kept apprised twice yearly on the list of training programmes attended by the Directors during the year. Principle 5: Board Performance Board Evaluation Process (Provision 5.1) The Company has in place a formal process for assessment of the effectiveness of the Board as a whole, the various Committees and the contribution by each Director (including the Group CEO) and the Board Chairman to the effectiveness of the Board and where applicable, of the Committees. No external facilitator has been used for 2024. The Board’s performance for 2024 was assessed by the NRC as a whole, using objective and appropriate criteria which were recommended by the NC and approved by the Board. When assessing the overall Board performance, the NRC took into consideration the feedback from individual Directors on areas relating to the Board’s role on strategy and performance, the Board’s process and governance (including oversight of internal controls and risk management), the Board’s competencies and effectiveness and the effectiveness of the Board Chairman. The results of the overall evaluation of the Board by the NRC, including its recommendation for improvements, if any, were presented to the Board. The NRC also undertook an evaluation of the performance of the Committees for 2024 with the assistance of selfassessment checklists completed by these Committees. The annual performance evaluation of the Board Chairman and of the respective Director’s performance comprises two parts: (a) review of background information concerning the Director including his attendance records at Board, Committee and NEDs’ (where applicable) meetings; and (b) NC’s (currently, the NRC) evaluation based on certain assessment parameters, which were recommended by the NC (currently, the NRC) and approved by the Board. When deliberating on the performance of a particular Director who is also a member of the NC (currently the NRC), that member abstained from the discussions to avoid any conflict of interest. The Board Chairman, who was a member of the NC, was fully apprised of the results of the performance evaluation for the individual Directors and would take into consideration such evaluation and act as appropriate on the recommendations of the then NC (currently, the NRC). Comments from the Directors, if any, concerning the Board as a whole and the general performance of the Directors, were also presented to the Board. Board Evaluation Criteria (Provision 5.2) The qualitative criteria used by the then NC (currently, the NRC) to evaluate the Board covers five key areas relating to Board structure, the Board’s review of the Company’s strategy and performance, Board’s oversight on the Company’s governance, including risk management and internal controls, and the effectiveness of the Board Chairman and Board processes. The quantitative criteria used to evaluate the overall Board performance comprises performance indicators which include a comparison of the Group’s performance (including segmental performance) for the financial period under review against the Group’s performance for the corresponding period in previous years, and other indicators such as the Company’s share price performance over a historical period. Individual Director Evaluation Criteria (Provision 5.2) Factors taken into account in the assessment of Directors’ performance include their abilities and competencies, their objectivity and the level of participation at Board and Committee meetings including their knowledge and contribution to Board processes and the business strategies and performance of the Group. The performance evaluation of each Director is taken into account in the then NC’s (currently, the NRC) consideration with regard to his/her re-election as Director. CORPORATE GOVERNANCE REPORT 15
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