39 GROUP OVERVIEW OPERATION AND FINANCIAL REVIEW SUSTAINABILITY & GOVERNANCE FINANCIALS OTHER INFORMATION Annual Report 2023 Corporate Governance In reviewing the Board’s composition and succession planning, the NC will consider the benefits of Board diversity, including knowledge of the Company and the industry. The NC will also consider the suitability of Board candidates based on individual merit, and whether their skills, experience, independence and knowledge would contribute to an effective Board. Aside from gender, the Board noted that its current composition, reflects a diversity of demographics, backgrounds and experiences, with an appropriate balance of skillsets and knowledge suited for the nature and scope of the Group’s operations. The current Directors bring with them a wide range of core competencies, from accounting and finance to business and management, industry knowledge, strategic planning and deep customer knowledge. The diversity of their backgrounds and perspectives has allowed for richer discussions and the useful exchange of ideas and views. In considering new candidates for vacated Board appointments, the NC will look for suitable individuals with skills and experiences that can complement the Board’s current profile, and not limit its search to gender diversity alone. The Board remains committed to its plan on Board renewal and the Board Diversity Policy. The Company has been actively seeking out candidates through diverse networks, including personal, professional, board-specific websites. The NC is in the midst of identifying potential candidates, and the Board will make the necessary announcements following the conclusion of the forthcoming AGM. The NC and the Board have deliberated and agreed to appoint at least three new IDs following the conclusion of the forthcoming AGM. These Directors will bring the relevant expertise and experience to complement those already serving on the Board, as part of the succession planning process. In 2023, other than gender diversity, the NC and the Board were of the view that the Directors meet the criteria outlined in the Company’s Board Diversity Policy. PRINCIPLE 3: The Chairman and The Chief Executive Officer Separation of Roles: The roles of the Chairman and the CEO must be held by different persons, each with a clear set of roles and responsibilities, to ensure the proper balance of power and independence. Mr Edward Lee is the Chairman of the Board as well as the Lead ID. Pursuant to Rule 1207(10A) of the SGX-ST Listing Manual, he is not related to the CEO or members of the Management. As the Chairman, Mr Edward Lee bears the responsibility for the proper functioning of the Board and the effectiveness of its governance processes. The Chairman works closely with the CEO to develop the agenda for the Board meetings and to ensure that the Company Secretaries disseminate the Board papers and materials to the Directors on time to prepare them for the Board meetings. During the Board meetings, the Chairman shall facilitate open and objective discussions among the Directors to encourage active participation, and to ensure that all issues on the agenda are carefully deliberated before arriving at a decision. The Chairman also plays an important role to facilitate smooth and constructive communications among shareholders, Directors and the Management at the AGM and shareholder meetings. Mr Edward Lee will be relinquishing the position of Chairman after he steps down as Lead ID at the upcoming AGM. The Company will endeavour to find a suitable replacement. Mr Mark Julian Wakeford is the CEO, whose responsibilities include charting the corporate directions and business strategies, ensuring smooth day-to-day operations and management, establishing marketing and strategic alliances, and providing strong leadership and clear vision for the Company. He is supported by the Exco and is accountable to the Board for all decisions, actions and performance of the Company. PRINCIPLE 4: Board Membership The Board has a formal and transparent process for the appointment and re-appointment of Directors. Nominating Committee: The NC is chaired by Mr Edward Lee (Lead ID), with Messrs Lim Hock San (ID) and Tjhie Tje Fie (NED) as members. The NC meets at least once a year to carry out the following duties and functions: • Review the succession plans for the Board and the Management; • Nominate new Directors to the Board; • Recommend the re-appointment of Directors to the Board with consideration of their respective contributions, conduct and performance; • Ensure the Directors submit themselves for re-appointment at least once every three years; • Conduct an annual review of the independence of the Directors according to the 2018 Code;
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