49 ANNUAL REPORT 2023 The Directors who are retiring at the forthcoming AGM are as follows: Under Regulation 91 Mr Lim Ming Seong (last re-elected on 20 April 2021) Mr Lim Boon Kheng (last re-elected on 20 April 2022) Mr Sin Boon Ann (last re-elected on 20 April 2021) Under Regulation 97 Mr Tan Teck Koon (first appointed on 1 May 2023) After assessing the performance and contribution of the retiring Directors, the NC has also recommended the re-election of Mr Lim Ming Seong and Mr Lim Boon Kheng who are retiring pursuant to Regulation 91 of the Company’s Constitution, and Mr Tan Teck Koon who is retiring pursuant to Regulation 97 of the Company’s Constitution to be re-elected as Directors of the Company at the FY2023 AGM. Mr Sin Boon Ann who is also retiring pursuant to Regulation 91 of the Company’s Constitution would not be offering himself for re-election at the forthcoming AGM. Consequent to Mr Sin Boon Ann’s retirement at the FY2023 AGM, he will also cease to be a member of the Nominating and Compensation Committees. The Board has accepted all the NC’s recommendations. The NC will seek to refresh the Board membership progressively and in an orderly manner, for long-term continuity and stability. Shareholders are provided with relevant information on the candidates for re-election on pages 217 to 218 of this Annual Report. Nomination and Selection of Directors The NC is responsible for identifying and recommending to the Board new Board members, after considering the necessary and desirable competencies. Accordingly, in selecting potential new directors, the NC will seek to identify the competencies required to enable the Board to fulfil its responsibilities. In doing so, the NC will have regard to the results of the annual appraisal of the Board’s performance. The NC may engage consultants to undertake research on, or assess candidates for new positions on the Board, or to engage such other independent experts as it considers necessary to carry out its duties and responsibilities. Recommendations for new Board members are put to the Board for its consideration. When reviewing a nomination for a proposed Board appointment, the NC will look at the following criteria: (a) a determination of the candidate’s independence; (b) the qualifications and expertise required or expected of a new Board member taking into account the current Board size, structure, composition, diversity of skill competencies and gender, and progressive renewal of the Board; (c) whether the candidate would be able to commit time to his appointment having regard to his other Board appointments and principal commitments; and (d) prescribed factors under the Board Diversity Policy. Review of Directors’ Independence The NC conducts an annual review of each director’s independence and takes into consideration the relevant provisions in the 2018 CG Code and Listing Rules. The NC has ascertained that, save for Mr Derek Lau Tiong Seng, Mr Tan Teck Koon and Mr Lim Boon Kheng, all Directors are considered independent according to the criteria. Please refer to our disclosure under Principle 2 above on the determination of independence. Directors must also immediately report any changes in their external appointments which may affect their independence. REPORT ON CORPORATE GOVERNANCE
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