Group Overview Financials Other information Sustainability and Governance Operation and Financial Review Annual Report 2024 35 CORPORATE GOVERNANCE As Messrs David Sungkoro and Andreas Tan were first-time Directors of a listed company on the SGX, they completed the ISCA-SAC Board of Directors Masterclass Programme on the roles and responsibilities of a director of a listed company, as required under Rule 210(5)(a) of the SGX-ST Listing Manual. The new IDs also received orientation conducted by Management to familiarise themselves with the Group’s operations. In addition, Messrs David Sungkoro and Andreas Tan participated in site visits to a refinery and oil palm plantation. The Directors receive continuing education and training in areas pertaining to their duties and responsibilities. This includes seminars and workshops on corporate governance, financial reporting standards, and relevant laws and regulations, such as the SGX-ST Listing Manual, the Code of Corporate Governance and the Companies Act. The Directors also attend seminars and training organised by the Singapore Institute of Directors (“SID”) and other professional organisations to stay abreast of recent developments and approaches in financial, legal, corporate governance and regulatory practices. Seminars and training programmes attended by the Board in 2024 Investment Forum 2024 –Indonesia outlook by Mandiri Accounting, Financial & Tax Aspects of Investing, Divesting and Merger by Indonesia Institute of Public Accountants ISCA-SAC Board Of Directors Masterclass Programme by ISCA SID Directors Conference 2024 – Directorship in Transition: Redefining Roles, Risks and Results by SID SID Listed Entity Director (LED) 5 – Audit Committee Essentials SID LED 6 – Board Risk Committee Essentials Mandatory Accreditation Programme Part II – Leading for Impact by Institute of Corporate Directors Malaysia Asia Forum 2024 by Barclays 11th Annual Hong Leong-CDL Group Sustainability Forum – Forward Faster towards Business Sustainability by CDL ASPAC Board Leadership Centre Webinar 2024 – Geopolitical Risks and the Strategic Imperatives for Board and C-Suite by KPMG Global Economic Outlook 2025 by Dr Muhammad Chatib Basri Between Ease of Service & Supervising of Tax Compliance by the Indonesia Institute of Public Accountants Sustainability Reporting Standards & Implementation by the Indonesia Institute of Public Accountants Deep Dive into the Climate Change & Carbon Market: Regulations, Incentives & Carbon Tax Strategies in Indonesia by the Indonesia Institute of Public Accountants Board Delegation and Support: To discharge its fiduciary duties and responsibilities more effectively, the Board is supported by the Executive Committee (“Exco”), the AC & RMC, the NC and the RC. These Board Committees play a key role in enhancing corporate governance, improving internal controls and driving the Group’s performance. Each Board Committee has clearly defined terms of reference that set out its compositions, duties, authority and accountability to the Board. The terms of reference are reviewed annually. The Exco is chaired by Mr Mark Julian Wakeford, with Messrs Tjhie Tje Fie, Moleonoto Tjang and Suaimi Suriady as members. The Board delegates the Exco certain discretionary limits and authority for business development, investment, divestment, capital expenditure, finance, treasury, budgeting, human resource (“HR”) and business planning. The Exco is entrusted to execute the business strategies approved in the annual budget and business plan, implement the appropriate accounting systems and other financial controls, put in place a robust risk management framework, monitor compliance to laws and regulations, adopt competitive HR practices and compensation policies, and ensure that the Group operates within the approved budget. The Board and Board Committees are supported by the Company Secretaries who are competent in company laws and company secretariat practices, including taking minutes of meetings, ensuring compliance with Board procedures and regulatory requirements, and assisting the Board to implement and strengthen corporate governance policies and processes.
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