44 CSE Global Limited REPORT ON CORPORATE GOVERNANCE Directors have separate and independent access to the senior management, company secretary and external advisers (where necessary) at the Company’s expenses. The role of the Company Secretary is clearly defined and includes the responsibility for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. The Company Secretary (or his authorised nominee) attends all Board and ARC meetings. Under the direction of the Chairman, the Company Secretary’s responsibilities include ensuring good information flows within the Board and the ARC and between senior management and Non-Executive Directors, as well as facilitating orientation and assisting with professional development as required. The appointment or the removal of the Company Secretary is subject to the Board’s approval. In addition to the above, the Board has procedures for Directors, either individually or as a group, in the furtherance of their duties, to take independent professional advice, if necessary, at the Company’s expense. 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: Tan Chian Khong Dr Lee Kong Ting Ng Shin Ein Wong Su Yen Tang Wai Loong Kenneth Non-Executive Non-Independent Directors: Tan Teck Koon - Chairman Derek Lau Tiong Seng Executive Director: Lim Boon Kheng – Group Managing Director/ Chief Executive Officer As at the date of this report, the Board comprises eight Directors of whom five are Non-Executive 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.
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