After assessing the performance and contribution of the retiring Directors, the NC has recommended the re-election of Ms Ng Shin Ein and Ms Wong Su Yen who are retiring pursuant to Regulation 91 of the Company’s Constitution, and Mr Ravinder Singh s/o Harchand Singh and Mr Eugene Paul Lai Chin Look who are retiring pursuant to Regulation 97 of the Company’s Constitution to be re-elected as Directors of the Company at the forthcoming AGM. The Board has accepted 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 pages 193 to 195 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. 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 Eugene Paul Lai Chin Look, Mr Ravinder Singh s/o Harchand Singh 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 2025 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. REPORT ON CORPORATE GOVERNANCE ANNUAL REPORT 2025 47
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