48 CSE Global Limited REPORT ON 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 RC and observer in the ARC. 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. Given that the roles of the Chairman and Chief Executive Officer are separate but the Chairman is non-independent, Mr Tan Chian Khong has been appointed as Lead Independent Director on 8 August 2024. Board Membership Principle 4 The members of the NC at the date of this report comprise the following Directors:- Mr Tan Chian Khong – Chairman Ms Wong Su Yen Mr Derek Lau Tiong Seng The majority of the NC, including the NC Chairman, is independent. The NC met once during the financial year under review. 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.
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