45 Annual Report 2024 REPORT ON CORPORATE GOVERNANCE 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, there are no independent directors who had served a continuous period of more than nine years. 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 Remuneration Committee of the Company. 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. Mr Tan was appointed as Acting Board Chairman on 29 April 2024 and re-designated from Acting Board Chairman to Board Chairman on 8 August 2024. 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 Chian Khong, Non-Executive Independent Director, was appointed as Acting Lead Independent Director on 29 April 2024 and re-designated from Acting Lead Independent Director to Lead Independent Director on 8 August 2024. 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. The Independent Directors make up a majority of the Board even though the Chairman of the Board is not independent. 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 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 25% 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.
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