40 GROUP OVERVIEW OPERATION AND FINANCIAL REVIEW SUSTAINABILITY & GOVERNANCE FINANCIALS OTHER INFORMATION Indofood Agri Resources Ltd Corporate Governance • Assess the attitude and abilities of the Directors to adequately carry out their respective duties and responsibilities, especially for those with other board commitments; • Establish the evaluation criteria for the Directors’ performance; and • Review the professional training and development programmes for the Directors. Nomination of New Directors and Re-appointment of Incumbent Directors: The NC adopts the following process to select and nominate new Directors as well as re-appoint incumbent Directors for another term on the Board: • Conduct an annual review on the size and composition of the Board to ensure there are sufficient IDs represented; • Leverage external resources, such as recruitment firms, to search and shortlist potential candidates; • Review the suitability of each candidate, including factors like experience, competencies, drive and commitment, in consultation with the Board and the Management, to ensure diversity and effectiveness of the Board; and • Recommend the best candidates to the Board for approval. In recommending the Directors for re-appointment, the NC considers factors such as the needs of the Group, the requirements of the Group’s business, the need to avoid undue disruptions from changes to the Board and the Board Committees, the Board members’ attendance record and level of participation and contribution at the Board and Board Committee meetings. Pursuant to the Company’s Constitution, at least one-third of the Board shall retire from office by rotation at each AGM. Unless they are disqualified from holding office, all the incumbent Directors shall submit themselves for re-appointment at least once every three years. Retirement by Rotation at the 2024 AGM: Messrs Edward Lee, Lim Hock San and Goh Kian Chee will retire by rotation at the 2024 AGM pursuant to Regulation 111 of the Constitution of the Company. Mr Goh Kian Chee is seeking re-election as a non-independent and non-executive Director at the AGM of the Company on 30 April 2024. He will continue to serve as a member of the Board and will be re-constituted as a member of the AC & RMC, if he is successfully re-elected. Details on Mr Goh Kian Chee (including information set out in Appendix 7.4.1 of the SGX-ST Listing Manual) can be found under “Board of Directors” and “Supplemental Information on Directors Seeking Re-election at the 2024 AGM” of this Annual Report. Messrs Edward Lee and Lim Hock San have expressed their wish to retire at the conclusion of the AGM. The Company will appoint new IDs to replace the retiring Directors in compliance with the relevant requirements. Directors’ Commitment: For Directors serving on the board of other public-listed companies, the NC adopts a holistic assessment instead of prescribing a maximum number of directorships and/or other principal commitments that each Director may have. The NC will review the nature and complexity of their other commitments, including the number of board representations, against their attendance, participation and contributions at the Company’s Board and Board Committee meetings, in assessing whether they have effectively carried out their fiduciary duties as Directors of the Company. The NC was satisfied that all the Directors were able to participate in a substantial number of the Board and Board Committee meetings and had devoted sufficient time and attention to the affairs of the Company in 2023. They had adequately discharged their duties as Directors and provided objective views to the Board and the Management. The Board does not see a need at present to limit the number of board representations for the Directors. Alternate Directors: The Company has no Alternate Directors on the Board. Nominee Directors: The NC does not see a need at present for Nominee Directors and has not formulated a policy for such appointments. PRINCIPLE 5: Board Performance Evaluation of the Board, Board Committees and Directors: The NC has established a formal process to review the performance and effectiveness of the Board and Board Committees, as well as the contributions by the Chairman of the Board and each individual Director to the effectiveness of the Board, using key criteria set out in the “Nominating Committee Guide” issued by the SID. Where appropriate, the Board will recommend changes to the assessment forms to align with prevailing regulations.
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