50 CSE Global Limited REPORT ON CORPORATE GOVERNANCE Review of Directors’ Independence The NC conducts an annual review of each director’s independence and takes into consideration the relevant provisions in the 2018 CG Code and Listing Rules. The NC has ascertained that, save for Mr Derek Lau Tiong Seng, Mr Tan Teck Koon and Mr Lim Boon Kheng, all Directors are considered independent according to the criteria. Please refer to our disclosure under Principle 2 above on the determination of independence. Directors must also immediately report any changes in their external appointments which may affect their independence. Directors’ Time Commitment The NC has adopted internal guidelines to address the conflict of competing time commitments that are faced by the Directors when the Directors have multiple board representations. With due respect to individual autonomy of each Director, no maximum number of listed company board representations a Director may hold is prescribed. However, each Director is required to disclose to the Board his board representation whenever there are changes to his directorship. If a Director is on the Board of other companies, the NC will consider whether adequate time and attention have been devoted to the Company. In the event that there are sufficient grounds for concern, the Chairman of the Board shall discuss, and if necessary, warn the Director of the issues and in any continuance, the consequences flowing from the situation. In respect of the financial year under review, the NC was of the view that each Director has given sufficient time and attention to the affairs of the Company and has been able to discharge his/her duties as director effectively. The NC is satisfied that all the Directors have been able to and had adequately carried out their duties as Directors of the Company for the financial year ended 31 December 2024 notwithstanding their multiple directorships where applicable and other principal commitments. Director’s listed company board directorships and principal commitments which may be found in the “Board of Directors” section in the Annual Report. Key Information on Directors The profile of the Directors and key information are set out under “Board of Directors” section in this Annual Report. Additional information on Directors seeking for re-election as required under Rule 720 (6) of the Listing Rules is also appended to the Notice of AGM. Board Performance Principle 5 Board Evaluation The NC undertakes a process to assess the effectiveness of the Board and its Board Committees. Directors are requested to complete both the Board and Board Committees Evaluation Questionnaires to assess the overall effectiveness of the Board and the Board Committees. The NC has extracted salient recommendations from the 2018 CG Code and incorporated these recommendations into the Board and Board Committees Evaluation Questionnaires. On an annual basis, the Directors will complete both the Board and Board Committees Evaluation Questionnaires of which results are then collated by the Company Secretary in the form of a collective report. The reports will be discussed during the NC meeting to assess and further enhance the effectiveness of the Board and/or the Board Committees. The Board Chairman will act on the results of the performance evaluation and in consultation with the NC propose, where appropriate, new members to be appointed to the Board or seek the resignation of existing members. The NC, having reviewed the performance of the Board in terms of its roles and responsibilities and the conduct of its affairs as a whole, is of the view that the Board and the Board committees have operated efficiently, the Board has met its performance objectives and each Director has contributed to the overall effectiveness of the Board in the financial year under review.
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