49 Annual Report 2024 REPORT ON CORPORATE GOVERNANCE The Directors who are retiring at the forthcoming AGM are as follows: Under Regulation 91 Mr Tan Chian Khong (last re-elected on 20 April 2022) Dr Lee Kong Ting (last re-elected on 20 April 2022) Mr Derek Lau Tiong Seng (last re-elected on 20 April 2023) Under Regulation 97 Mr Tang Wai Loong Kenneth (first appointed on 29 April 2024) After assessing the performance and contribution of the retiring Directors, the NC has recommended the re-election of Mr Tan Chian Khong who is retiring pursuant to Regulation 91 of the Company’s Constitution, and Mr Tang Wai Loong Kenneth who is retiring pursuant to Regulation 97 of the Company’s Constitution to be re-elected as Directors of the Company at the forthcoming AGM. Dr Lee Kong Ting who is retiring under Regulation 91, has served on the Board since 1 February 2017, will not be seeking for re-election at the forthcoming AGM. Dr Lee’s retirement from the Board is in line with CSE’s plans for board refreshment and renewal. Mr Derek Lau Tiong Seng, who is retiring under Regulation 91, will not be offering himself for reelection, as he has stepped down from Heliconia. The Board has accepted all the NC’s recommendations. The NC seeks to refresh the Board membership progressively and in an orderly manner, for long-term continuity and stability taking into account the nine-year rule as set out in the SGX-ST Listing Rule 210(5)(d)(iv) and board diversity in these appointments. As at the date of this report, there are no Independent Directors with a tenure of more than nine years. Shareholders are provided with relevant information on the candidates for re-election on page 204 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) 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.
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