38 GROUP OVERVIEW OPERATION AND FINANCIAL REVIEW SUSTAINABILITY & GOVERNANCE FINANCIALS OTHER INFORMATION Indofood Agri Resources Ltd Corporate Governance Proportion of NEDs: To ensure proper check and balance between the Board and the Management, five out of the eight Directors are NEDs. The NEDs shall attend the Board meetings, participate actively in discussions on the Company’s strategic plan and issues, monitor the Company’s performance and review the Management’s performance against the agreed targets. The NEDs may convene meetings in the absence of the Management to deliberate on Company matters, such as Board processes and practices, corporate governance initiatives, succession planning, leadership development and remuneration. Role of the Lead ID: The Board has appointed Mr Edward Lee, who is the Chairman of the Board, as the Lead ID. Pursuant to Rule 1207(10A) of the SGX-ST Listing Manual, Mr Edward Lee is not related to the CEO or members of the Management. He coordinates and leads the IDs to provide a non-executive perspective and contribute to a balance of viewpoints on the Board. He facilitates and chairs the meetings with the NEDs as and when such meetings are deemed necessary. The Lead ID is also available to shareholders should they have concerns that cannot be resolved or are inappropriate or inadequate to raise through the normal communication channels. There was no query or request on any matters requiring the Lead ID’s attention in 2023. Mr Edward Lee will step down as the Lead ID after the 2024 AGM and the Company will endeavour to fill this vacancy upon finding a suitable candidate. Board Guidance: The Directors, especially the NEDs, are kept informed of the Company’s business and affairs and the industry in which the Company operates. This knowledge is essential for the Directors to engage in informed and constructive discussions. All Directors have unrestricted access to the Company’s records and information. The Company has put in place processes to ensure that the Directors are furnished with complete, accurate and adequate information in a timely manner to enable them to be fully cognisant of the decisions and actions of the Management and to perform their duties effectively. Besides receiving regular Board briefings on key business initiatives, information papers, and industry and market reports, the Directors are also informed by the Management as and when there are any significant developments, major decisions, business deals or events relating to the Group’s business operations. A tentative schedule of meetings for the year is given to the Board a year in advance. The Board papers prepared for each meeting are normally circulated prior to the meeting. This is to give the Directors sufficient time to review and consider the matters to be discussed so that discussions can be more meaningful and productive. However, sensitive matters may be tabled at the meeting itself or discussed without papers being distributed. The Board papers provide sufficient background and explanatory information from the Management on financial impact, mitigation strategies, risk analysis, expected outcome, regulatory implications and corporate issues to enable the Directors to be properly briefed on the issues to be considered at Board and Board Committees meetings. Such explanatory information may also be in the form of briefings or formal presentations made by the Management in attendance at the meetings, or by external consultants engaged on specific projects, to provide additional insights to the Directors. Where required or requested by Board members, site visits to plantations, mills and factories, and meetings with personnel from the Group’s business divisions are also arranged to provide Directors with a better understanding of the business operations in each division. The NEDs have free access to the Management to consult on any matters regarding the Company and its operations. They can also engage external professional advice, either individually or as a group, to support their roles and duties. In 2023, the Directors were briefed by an external consultant on the requirements for implementing the Task Force on Climate-related Financial Disclosures (TCFD) framework. The Directors were also updated on the steps taken to align the Group’s business activities with the TCFD recommendations. The discussions covered detailed briefings on the climate scenario analysis exercise, adjustments to the ERM framework for identifying the physical and transitional risks associated with climate change, as well as the key mitigative and adaptive actions. Board Diversity Policy The Company recognises and advocates Board diversity to draw on the diversity of skills, experiences, backgrounds, gender and age among its members as stated under the 2018 Code and SGX-ST Listing Manual. In 2023, the Board formally adopted a Board Diversity Policy that takes into account a spectrum of attributes, including skills, experiences, backgrounds, nationalities, age and other relevant factors. The Board recognises the significance of these factors in determining the optimal composition of the Board, as limiting the diversity focus to gender alone would be too narrow in scope.
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