ANNUAL REPORT 2025 | 43 members or as replacement of retiring Board members, with a view to identify any gaps in the Board’s skills set taking into account the Group’s strategy and business operations. The Board will be able to function smoothly notwithstanding any resignation or retirement of any Director given the present number of members and mix of competencies on the Board. Two new IDs, namely Ms Wong Su Yen and Ms Jennifer Young were appointed on 7 February 2025. The NRC was constituted on 21 February 2025 and changes were also made to the membership of the ARC and the BSC on the same day, taking into consideration the Directors’ skills set and the requirement of the relevant Committees. The process on the nominations and appointments of Ms Wong and Ms Young as IDs and on the changes to the Committees were previously disclosed in the paragraphs titled ‘Nomination of Directors and Determination of Independence (Provisions 4.3 and 4.4)’ and ‘Criteria and Process for Nomination and Selection of New Directors (Provision 4.3)’ under the Corporate Governance Report section of the Annual Report 2024 of the Company (the “Annual Report 2024”). Please refer to the Annual Report 2024 for details. Nomination of Directors and Determination of Independence (Provisions 4.3 and 4.4) In reviewing and recommending to the Board any new Director appointments, including appointments to the appropriate Committees, the NRC would consider the following as well as factors prescribed under the Company’s BDP, details of which as set out under the sub-header ‘Board Composition, Size and Diversity (Provision 2.4)’: (a) the candidate’s track record, experience and capabilities or such other factors including age and gender, as may be determined by the NRC to be relevant and which would contribute to the Board’s collective skill set; (b) any competing time commitments if the candidate has multiple listed company board representations and/or other principal commitments; (c) the candidate’s independence, in the case of the appointment of an ID; and (d) the composition requirements for the Board and Committees after matching the candidate’s skill set to the requirement of the relevant Committees (if the candidate is proposed to be appointed to any of the Committees). Two new IDs, namely Ms Wong and Ms Young were appointed as IDs to strengthen the corporate governance of the Company and to meet the diversity targets of the Company. Factors set out above as well as the test on independence were also considered in the nomination and selection process in connection with their appointments, details of which are set out in the paragraph titled ‘Criteria and Process for Nomination and Selection of New Directors (Provision 4.3)’ under the Corporate Governance Report section of the Annual Report 2024. The NRC also reviewed the nomination of the relevant Directors for re-election as well as the independence of Directors annually. When considering the nomination of Directors for re-election at the 63rd Annual General Meeting (“2026 AGM”), the NRC took into account their contribution to the effectiveness of the Board (which includes their participation and candour at Board and Committee meetings) as well as their time commitment especially for Directors who have multiple board representations and/or other principal commitments, and also reviewed their independence with regard to the provisions in the applicable Rule 210(5)(d) of the Listing Manual and Provision 2.1 of the CG Code. The recommendation of the NRC on the annual nomination of the Directors for re-election was submitted to the Board for deliberation and thereafter is to be tabled at the 2026 AGM for consideration and approval by shareholders of the Company. The Constitution of the Company provides that not less than one-third of the Directors for the time being shall retire as Directors at each AGM. All new Directors appointed by the Board shall hold office until the next AGM and are eligible for election at the said AGM. In accordance with the Constitution of the Company, Mr Kwek Leng Beng, Mr Sherman Kwek, Mr Chong Yoon Chou and Mrs Carol Fong are due to retire by rotation at the 2026 AGM, and being eligible, have offered themselves for re-election at the 2026 AGM. The NRC has considered their contribution and performance and recommended to the Board to support their re-election for shareholders’ approval at the 2026 AGM. The relevant Directors who are seeking re-election have abstained from the deliberation concerning their own reelection. Criteria and Process for Nomination and Selection of New Directors (Provision 4.3) Based on NRC’s terms of reference, 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. Besides Ms Wong and Ms Young, no new appointments were made in 2025. 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 NRC and the Board’s consideration. 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.
RkJQdWJsaXNoZXIy ODIwNTc=