Group Overview Financials Other information Sustainability and Governance Operation and Financial Review Indofood Agri Resources Ltd. 36 CORPORATE GOVERNANCE The Company Secretaries attend all the Board meetings and are directly accountable to the Chairman on all matters relating to the proper functioning of the Board. The Company Secretaries act as the primary point of contact between the Company and the SGX. The appointment and removal of the Company Secretaries are subject to the approval of the Board. Board Processes: All Board and Board Committee meetings, as well as the Annual General Meeting (“AGM”), are scheduled at the start of the year in consultation with the Directors. The Board and Board Committees meet regularly to discuss the Group’s business results and performance, strategic decisions and policies, operational matters and governance issues. The Board meets three to four times a year, the AC & RMC at least six times a year, and both the RC and the NC at least once a year. The Company Secretaries circulate the schedules of the meetings to the Directors at the beginning of the calendar year. Board papers, financial results, project updates, budgets and forecasts are circulated to the Directors with sufficient time for them to consider the issues before engaging in productive discussions during the meetings. The Board is regularly updated on significant developments and events regarding the Group. All the Directors have direct and independent access to the Company Secretaries as well as the Management for additional information. They may seek professional advice, either individually or as a group, in executing their duties, and invite external consultants to present or advise on specific matters at Board or Board Committee meetings. The cost of engaging external advice shall be borne by the Company. The Company’s Constitution allows for the Board and Board Committee meetings to be conducted remotely via telephone or any other available communication channels, and for decisions to be made by way of written resolutions. Directors who are unable to attend the Board or Board Committee meetings are provided with the meeting minutes and materials to facilitate subsequent discussions or follow-up actions after the meetings. The Board and Board Committees can also make decisions by way of circulating the resolutions. The attendance at the Board and Board Committee meetings and AGM in 2024 was as follows: Description Board AC & RMC NC RC AGM Number of meetings held in 2024 4 6 2 1 1 Name of Directors Number of meetings attended Philip Yeo Liat Kok (2) 2 – – – – Mark Julian Wakeford 4 – – – 1 Moleonoto Tjang 4 – – – 1 Suaimi Suriady 4 – – – 1 Tjhie Tje Fie (2) 4 2 2 1 1 Axton Salim (2) 3 – – – – Goh Kian Chee (1) (2) 4 6 – 1 1 David Sungkoro (2) 2 4 – – – Andreas Tan (2) 2 4 – – – Lee Kwong Foo Edward (1) 2 – 2 – 1 Lim Hock San (1) 2 2 2 1 1 Chairman “–” Not Applicable (1) Messrs Lee Kwong Foo Edward and Lim Hock San retired at the AGM held on 30 April 2024, while Mr Goh Kian Chee was reappointed as a non-independent and NED. (2) Messrs Philip Yeo Liat Kok, David Sungkoro and Andreas Tan were appointed to the Board on 1 May 2024. At the same time, Mr Tjhie Tje Fie stepped down as a member of AC & RMC, RC and NC, Mr Axton Salim was appointed as a member of RC, while Mr Goh Kian Chee stepped down as the AC & RMC Chairman and member of the RC, and was re-constituted as a member of the AC & RMC.
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