48 CSE GLOBAL LIMITED (f) encouraging constructive relationships within the Board and between the Board and Management; (g) ensuring Non-Executive Directors contribute effectively and that their contribution are taken into account by the Board; and (h) promoting high standards of corporate governance. The Chairman’s responsibilities pertaining to the Board also includes those other duties as required in his capacity as a member of the NC, CC and IC. The Chief Executive Officer, Mr Lim Boon Kheng, has full executive responsibilities over business direction and operational decisions concerning the Group. He works closely with the Board to implement the policies set by the Board. The clear separation of roles of the Chairman and Chief Executive Officer provides a healthy professional relationship between the Board and Management with clarity of roles and robust deliberations on the business activities of the Group. Should Mr Lim Ming Seong be re-elected at the FY2023 AGM, he will be re-designated as Non-Executive Non-Independent Director and he will remain as Chairman of the Board. In this regard, a Lead Independent Director will be appointed. The Company will make the appropriate SGXNet announcement following the conclusion of the FY2023 AGM. Board Membership Principle 4 The members of the NC at the date of this report comprise the following Directors:- Lim Ming Seong – Chairman Sin Boon Ann Tan Chian Khong Derek Lau Tiong Seng The NC comprises four members, three of whom are Independent Directors including the NC Chairman. During FY2023, the NC held one meeting. The NC is regulated by a set of written terms of reference and has been updated to be in line with the 2018 CG Code. The primary function of the NC is to provide assistance to the Board in reviewing the composition of the Board and Board committees annually, taking into account the performance and contribution of each individual director. Board composition is also evaluated to ensure that diversity of skills, core competencies, knowledge, professional experience, educational background, gender, age and length of service as prescribed under the Board Diversity Policy is maintained within the Board and Board committees. The responsibilities of the NC include: (a) Reviewing succession plans for Directors, in particular, the Chairman, the CEO and key management personnel; (b) Evaluating the performance of the Board, its Board Committees and Individual Director and proposing objective performance criteria for Board’s approval; (c) Determining annually if a Director is independent pursuant to the guidelines set forth in the 2018 CG Code and Listing Rules; (d) Evaluating if a Director is able to and has been adequately carrying out his or her duties as a Director when the Director concerned holds multiple board representations; and (e) Reviewing training and professional development programmes for the Board. The Company’s Constitution provides for all Directors, including the CEO of the Company to retire by rotation at least once every three years. The Directors, who are eligible for re-election, may submit themselves for re-election at the AGM. REPORT ON CORPORATE GOVERNANCE
RkJQdWJsaXNoZXIy NTM2MDQ5