BOARD MATTERS Principle 1: The Board’s Conduct of Affairs The Primary Functions of the Board The Board oversees the Company’s business and its performance under its collective responsibility and provides leadership by setting the strategic objectives of the Company together with the ExCo, to achieve longterm success for the Group through value creation, innovation and sustainability. Members of the ExCo also identified as the Company’s KMP comprises Mr Sherman Kwek, Group CEO (also a Director), Mr Chia Ngiang Hong, Group General Manager (“Group GM”), Mr Kwek Eik Sheng, Group Chief Operating Officer (“Group COO”) and Ms Yiong Yim Ming, Group Chief Financial Officer (“Group CFO”). The Board sets broad policies, provides guidance on and approves strategic objectives, ensures that necessary financial, operational and human resources are in place for the Company to meet its objectives, reviews the performance of the Group and the ExCo, and satisfies itself as to the adequacy and effectiveness of the framework and processes for internal controls (including financial, operational, compliance and information technology (“IT”) controls) and risk management for the safeguarding of shareholders’ interests and the Group’s assets. The Board also assumes responsibility for good corporate governance and is responsible for setting the right tone in its policies and decisions to ensure that the Company’s corporate values and ethical standards are observed and there is proper accountability throughout the Group and obligations to its shareholders and other stakeholders are clearly understood and met. The Board is also committed to the Company’s strategic approach to integrating sustainability into key aspects of its business and operations and to advance the Company’s sustainability efforts and achievements. Directors’ Objective Discharge of Duties and Declaration of Interests (Provision 1.1) All Directors are fiduciaries who exercise due diligence and objectively discharge their duties and responsibilities in the best interests of the Company. This ability to exercise objectivity was one of the assessment criteria in the NC (currently, the NRC) annual evaluation of the Directors. Directors who are in any way, directly or indirectly, interested in a transaction or proposed transaction declare the nature of their interests in accordance with the Company’s Constitution and provisions of the Companies Act 1967, and in the case of any conflicts of interest in particular, personal material interest (actual or potential), recuse themselves from participating in the deliberation and abstain from decision-making on such transactions, with abstention duly recorded within the minutes and/or the resolutions of the Board and/or the Committees. Accountability of the Board and Management (Provision 1.1) The Board and Management are committed to conducting business with integrity, consistent with high standards of business ethics, and in compliance with all applicable laws and regulatory requirements. The Company has established various corporate policies as necessary which provide a communicable and understandable framework for employees to observe the Company’s principles on honesty, integrity, responsibility and accountability at all levels of the organisation and in the conduct of the Company’s business in their relationships with the Company’s stakeholders, including customers, suppliers and employees. Further details of these policies are described in the segment entitled ‘Corporate Values and Conduct of Business’ at the end of this report. Board Orientation and Training/Development (Provision 1.2) Each newly appointed Director receives a formal letter, setting out his/her general duties and obligations as Director pursuant to the relevant legislations and regulations. The new Director will also receive an electronic induction pack containing information and documents relating to the roles, duties and responsibilities of a director (and where applicable, as a member of the Committees), the Group’s principal businesses, the Company’s Board processes and corporate governance practices, relevant Company policies and procedures as well as a board meeting calendar for the year with a brief of the routine agenda for each meeting of the Board and the Committees. The Company also conducts a comprehensive induction programme, for both newly appointed Directors and existing Directors pursuant to their appointments to any of the Committees, to familiarise Directors with the Group’s principal businesses, the Company’s governance practices and processes, internal controls and risk management systems, their responsibilities as directors and, in the case of appointments to any of the Committees, the roles and areas of responsibilities of such Committees. The induction programme includes meetings with the chairmen of the Committees in the case of appointments to any of the Committees, on matters relevant to such Committees, various key executives or Senior Management to allow the new Directors to be acquainted with Management and to facilitate their future independent access to Management. The programme also includes briefings by Group CEO and other members of Management on key areas of the Company’s operations. CORPORATE GOVERNANCE REPORT 3
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