47 Annual Report 2024 REPORT ON CORPORATE GOVERNANCE During the year, a review of the size and composition of the Board (and Board Committees) was also undertaken by the Company to ensure alignment with the needs of the Group and the objectives set out in the Board Diversity Policy. The Board is of the view that there is sufficient diversity in skills, experience, knowledge, age and gender in its current Board composition to maximise effectiveness after taking into account the scope and nature of the operations of the Group and is satisfied that the objectives set out in the Board Diversity Policy have been met. Board Guidance The Non-Executive Directors contribute to the board process by monitoring and reviewing Management’s performance. For the financial year under review, the Non-Executive, Independent and Non-Independent Directors have constructively challenged Management’s proposals and decisions and reviewed Management’s performance. They have unrestricted access to Management for any information that they may require to discharge their oversight function effectively. As Non-Executive Independent Directors constitute a majority of the Board, objectivity on Board’s deliberations is assured. The responsibilities of the Non-Executive Directors include: • assisting the Board to develop proposals on strategy, constructively challenging it when necessary; and • reviewing and monitoring the performance of the management in meeting the goals and objectives committed. Besides the above, the Non-Executive Directors’ responsibilities include other duties as required in their capacity as members of the ARC, NC and RC. Meeting of Directors without Management The Non-Executive Directors (including Independent Directors) would meet without the presence of the Management and Executive Directors at each Board meeting. The Chairman of the Board who is also Non-Executive Director would feedback to the CEO on any concerns or feedback raised by Non-Executive Directors during such meeting. Chairman and Chief Executive Officer Principle 3 The Company has a separate Chairman and Chief Executive Officer to ensure that there is an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision-making. In addition, the Chairman and the Chief Executive Officer are not related to each other. The Board has set out in writing the division of responsibilities between the Chairman and CEO. The Chairman, Mr Tan Teck Koon, is a Non-Executive Non-Independent Director who is independent of the management of the Company and his responsibilities pertaining to the Board includes but are not limited to: (a) leading the Board in a strategic effective and decisive way; (b) Setting the agenda and ensuring (with the assistance of the Company Secretary) that adequate time is available to discuss all agenda items, in particular, strategic issues; (c) promoting a culture of openness and debate within the Board; (d) ensuring (with the assistance of Management and Company Secretary) that the directors receive complete, adequate and timely information; (e) ensuring effective communication with the shareholders and other stakeholders; (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.
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