45 ANNUAL REPORT 2023 Mr Derek Lau Tiong Seng is nominated by Heliconia Capital Management Pte. Ltd. (“Heliconia”), a substantial shareholder of the Company. Therefore, the NC and Board has deemed him as non-independent. Mr Tan Teck Koon is an advisor of Heliconia, who is a substantial shareholder of the Company, in the capacity as an Operating Partner and thus the NC and Board has deemed him as non-independent. As the Chief Executive Officer of the Company, Mr Lim Boon Kheng is considered non-independent by virtue of his employment with the Company. Each member of the NC and the Board recused himself from the NC’s and the Board’s deliberations respectively on his own independence. Board Diversity The Board has a Board Diversity Policy which sets out the approach to diversity of the Board. The Board Diversity Policy recognises that a diverse Board would be beneficial to the Company as it would allow for the harnessing of a variety of skills, industry and business experiences, gender, independence and other distinguishing qualities of members of the Board. The Company is committed to implementing the Board Diversity Policy for any board composition changes and the Board is of the view that any new appointments would provide further diversity to core competencies and skill sets of the Board. In terms of gender diversity, the Board currently comprises of two female directors. The NC noted the recommendation of the Council for Board Diversity (“CBD”) for listed companies to have 25% female representation on their boards by 2025 and 30% by 2030. With Ms Ng Shin Ein and Ms Wong Su Yen on the Board currently, the Company has 22% female representation on the Board. In this regard, the NC aims to ensure that: (a) The Board would have 30% female representation by 2030; and (b) When seeking to identify a new Director for appointment to the Board, the NC will request female candidates to be fielded for consideration. The Board has Directors with ages ranging from the 40s to late 70s, who have served on the Board for different tenures, with 67% of the Board being independent. The current average age of the Board is 63 and the Company targets to reduce the average age of directors to 60 by 2025, and 55 by 2028. The members of the Board with their combined business, management and professional experience, knowledge and expertise, provide the core competencies to allow for diverse and objective perspectives on the Group’s business and direction. Further information on the individual Directors’ background, experience and skills can be found in the ‘Board of Directors’ section in this Annual Report. The NC is responsible for setting the relevant objectives that promote and achieve diversity on the Board. When reviewing and assessing the composition of the Board and making recommendations to the Board for the appointment of Directors, the NC will consider all aspects of diversity in order to arrive at an optimum balanced composition of the Board. In order to maintain or enhance its balance and diversity, the Board, with the assistance of the NC, would continue to take the following steps: • annual review by the NC to assess if the existing attributions and core competencies of the Board are complementary to the Group’s risk profile, business operations and future business strategies in order to enhance the efficacy of the Board; and • annual evaluation by the Directors of the skill sets that the other Directors possess, with a view to understanding the range of expertise which is lacking by the Board. The Board and NC would consider the results of these exercises in its recommendation for the appointment of new Directors and/ or the re-appointment of incumbent Directors. When reviewing candidates for future Board appointment, the NC will be considering candidates from other disciplines such as information technology and digital transformation and with relevant industry sector experiences, in order to provide more diverse viewpoints and introduce additional skill sets to the Board. REPORT ON CORPORATE GOVERNANCE
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