37 GROUP OVERVIEW OPERATION AND FINANCIAL REVIEW SUSTAINABILITY & GOVERNANCE FINANCIALS OTHER INFORMATION Annual Report 2023 Corporate Governance The current Board composition reflects the Company’s commitment to Board diversity, with members representing different geographical backgrounds (Singapore, United Kingdom and Indonesia), experiences, professions and age groups. The Directors possess a wide range of skills, qualifications and competencies in operations management, banking, finance, accounting, risk management and industry knowledge that meets the requirements of the Group. Three of the Directors, namely the CEO, Mr Mark Julian Wakeford, and the EDs, Messrs Moleonoto Tjang and Suaimi Suriady, have extensive experience in plantation management and downstream refinery operations in Indonesia. The biographies and key information of the Directors are provided on pages 29 to 31 of this Annual Report. Having considered the scope and nature of the Group’s businesses, the requirements of the business and the need to avoid undue disruptions from changes to the composition of the Board and Board Committees, the Board, in concurrence with the NC, considers that the Board size of eight is appropriate. The Board also believes that the current composition of the Board and Board Committees effectively serves the Group. The current Directors bring a variety of professional experiences and backgrounds, and allow for informed and constructive discussion and effective decision-making at the Board meetings. The Board will, however, continue to review opportunities to refresh the Board with a view to expanding the skills, experience and diversity of the Board as a whole. The Company endorses the principle that its Board should have a balance of skills, knowledge and experience appropriate to its business so as to mitigate against groupthink and to ensure that the Group can benefit from all available talents. In reviewing the Board’s composition and succession planning, the NC considers the benefits of all aspects of diversity. The NC reviews the composition and size of the Board every year. It is satisfied that the Board has the appropriate mix of expertise and experience, and collectively possesses the necessary core competencies to lead and govern the Group effectively. Each Director has been appointed on the strength of his calibre, experience, stature and ability to contribute to the development of the Group strategy and business performance. Board Independence: The NC conducts an annual review to determine the independence of the Directors according to the guidelines of the 2018 Code and the SGX-ST Listing Manual. The NC also considers the nature of relationships and circumstances that could influence the judgement and decisions of the Directors and deliberates the independence of the Directors based on their conduct and judgement before tabling its findings and recommendations to the Board for approval. Annual Review of Directors’ Independence The NC noted that Messrs Edward Lee, Lim Hock San and Goh Kian Chee had each served on the Board for more than nine years. In February 2024, the NC conducted an annual review of the independence of the Directors based on their selfdeclaration in the Directors’ Independence Checklist, respective performance in the Board and Board Committee meetings, and peer assessments of the individual Director’s performance. Non-Executive IDs were subjected to a more rigorous review. All of the current IDs had declared their independence from any affiliations with the Company, its related corporation, substantial shareholders or officers that could interfere or be reasonably perceived to interfere with the exercise of their independent judgement. The Board Committees and the NC (except the incumbents who recused themselves from their respective Directors’ Independence Checklist) unanimously agreed that Messrs Edward Lee, Lim Hock San and Goh Kian Chee had at all times exercised independent judgment, objectively deliberated any decisions in their respective Board and Board Committees and discharged their Director’s duties in the best interests of the Company. Furthermore, the process of decision making by the Board is based on collective decisions without any individual or small group of individuals dominating the Board’s decision-making. Taking into consideration the Transitional Arrangement introduced by SGX-ST regarding the IDs who have served the Board for more than nine years, the NC and the Board deemed Messrs Edward Lee, Lim Hock San and Goh Kian Chee to be independent during this Transitional Period. The NC and the Board, in consultation with the controlling shareholder, will closely oversee the process to ensure a smooth Board transition at the upcoming AGM.
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