44 CSE GLOBAL LIMITED Board Composition and Guidance Principle 2 The members of the Board of Directors at the date of this report comprise the following Directors:- Non-Executive Independent Directors: Lim Ming Seong – Chairman Sin Boon Ann Dr Lee Kong Ting Tan Chian Khong Ng Shin Ein Wong Su Yen Non-Executive Non-Independent Directors: Derek Lau Tiong Seng Tan Teck Koon Executive Director: Lim Boon Kheng – Group Managing Director/ Chief Executive Officer The Board presently comprises nine Directors of whom six are Non-Executive Independent Directors and two Non-Executive Non-Independent Directors. Accordingly, a majority of the Board is made up of Independent Directors who are free of any material business or financial connection with the Company. The Board has an appropriate level of independence and diversity of thought which is appropriate for the nature and scope of the Group’s current operations. The Board is already made up of majority non-executive independent Directors, serves to reinforce management accountability. Matters requiring the Board’s approval are discussed robustly with participation from each member of the Board and decisions are made collectively without any individual or select group of individuals dominating the decision-making process. Directors are required to take the necessary actions to resolve any conflict of interest they might have, including recusing themselves from meetings or discussions or abstaining from voting on matters in which they are interested or conflicted. There is no alternate director appointed during the year. Board Independence The Board, through the NC, assessed the independence of each Board member taking into consideration of Provision 2.1 of the 2018 CG Code and Rule 210 (5)(d)(i), (ii) and (iv) of the Listing Manual of the SGX-ST (the “Listing Rules”) and the individual Director’s declaration. As at the date of this report, the non-executive directors who had served continuous period of more than nine years are Mr Lim Ming Seong and Mr Sin Boon Ann. The Board noted that Mr Lim Ming Seong will cease to be independent at the conclusion of the upcoming AGM to be held on 29 April 2024 (the “FY2023 AGM”) as he has served for a continuous period of more than nine years. Mr Lim Ming Seong is also one of the Directors who will be standing for re-election at the upcoming AGM. If re-elected back into office, Mr Lim Ming Seong will be re-designated as Non-Executive Non-Independent Director and will continue to serve as NonExecutive Chairman of the Company. Given that the Chairman will be Non-Executive Non-Independent Director, a Lead Independent Director will be appointed. The appointment of the Lead Independent Director will be announced after the conclusion of the FY2023 AGM. As part of board renewal process, Mr Sin Boon Ann has indicated his decision to step down as a Director at the FY2023 AGM. Based on the declarations of independence which are submitted by each of the Independent Directors annually and reviewed by the NC, none of the independent Directors has any relationship with the Company, its related corporations, its substantial shareholders or the officers of the Company that could interfere, or be reasonably perceived to interfere, with the exercise of their independent business judgement in the best interests of the Company. In particular, none of the independent Directors is or has been employed by the Company or any of its related corporations in the current or any of the past three financial years or has an immediate family member who is employed or has been employed by the Company or any of its related corporations in the current or any of the past three financial years, and whose remuneration is or was determined by the Compensation Committee of the Company. REPORT ON CORPORATE GOVERNANCE
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