41 GROUP OVERVIEW OPERATION AND FINANCIAL REVIEW SUSTAINABILITY & GOVERNANCE FINANCIALS OTHER INFORMATION Annual Report 2023 Corporate Governance The NC assesses the performance of the Board and its Board Committees annually, using objective and appropriate criteria recommended by the NC and approved by the Board. All the Directors are required to complete the following evaluation forms annually: • Board Assessment • Board Committee Assessment for the AC & RMC, the NC and the RC • Board Chairman Assessment • Director Peer Assessment The evaluation forms were designed to seek the Directors’ views on various aspects of the Board and Board Committees’ performance and competencies to assess their overall effectiveness. The Chairman is assessed by his fellow Board members on his ability to lead the Board, establish proper procedures to ensure the effective functioning of the Board, and facilitate meaningful participation and open communication during Board meetings. The NC evaluates the contributions and performance of the Directors and recommends key areas for improvement in its report to the Board. The Board, through the NC, has used its best effort to ensure that all the Directors appointed to the Board and the Board Committees, whether individually or collectively, possess the background, experience, business knowledge, competencies in finance and management skills critical to the Group’s operations. The Board has also ensured that each Director is able to offer an independent and objective perspective to enable sound, balanced and wellconsidered Board decisions to be made. To ensure confidentiality, the completed evaluation forms were submitted to the Company Secretary for collation. The consolidated responses were presented to the NC for review and discussion, before the findings and suggestions for improving the effectiveness of the Board and Board Committees were presented to the Board. Following the review in 2023, the Board is of the view that the Board and Board Committees were able to operate effectively and that each Director was contributing to the overall effectiveness of the Board and Board Committees. There was no external consultant involved in the Board evaluation process in 2023. REMUNERATION MATTERS PRINCIPLE 6: Procedures in Developing Remuneration Policies Remuneration Committee: The RC is chaired by Mr Lim Hock San (ID), with Messrs Tjhie Tje Fie (NED) and Goh Kian Chee (ID) as members. The RC meets at least once a year to review and approve the remuneration package and terms of employment for the Directors and key management personnel (“KMP”). The RC shall review and recommend to the Board on all aspects of remuneration for the Directors and KMP, including the Directors’ fees, as well as salaries, allowances, bonuses and benefits-in-kind for the KMP. The RC will ensure that the termination pay-out, retirement payment, gratuity, ex-gratia payment, severance payment and other such compensations in the employment contracts of the KMP are reasonable and not overly generous. The RC shall submit its recommendations on the remuneration package for the KMP as well as present the Directors’ fees as a total sum to the Board for endorsement before tabling its proposal at the AGM for the shareholders’ approval. The RC is empowered to review the HR management policies of the Group and may seek external professional advice on remuneration and HR matters. PRINCIPLE 7: Level and Mix of Remuneration The Company’s remuneration policy aims to reward the EDs and the Management based on their performance and contributions to the Group and to ensure the remuneration is commercially competitive to attract and retain the right talent. The remuneration package is carefully structured to deliver sustained performance and value for the Group and to strengthen the accountability and commitment of the Management in today’s highly globalised and competitive environment.
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