Group Overview Financials Other information Sustainability and Governance Operation and Financial Review Annual Report 2024 37 CORPORATE GOVERNANCE Board Approval: The Company has internal guidelines governing the key matters requiring the Board’s approval as specified by the SGX-ST Listing Manual. Some of the issues requiring the Board’s approval include the Company’s strategic and operating plans, half-year and full-year financial results, dividend matters, issuance of shares, succession plan for the Board and Management namely the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”), acquisition and divestment of businesses exceeding certain material limits, and all material commitments to term loans, lines of credit and credit support from banks and financial institutions. PRINCIPLE 2: Board Composition and Guidance Board Composition and Size: The Company recognises and values the diversity of backgrounds and perspectives of the Board as a critical asset in making objective and comprehensive decisions that are in the best interest of the Company. The NC ensures a balanced representation at the Board by considering factors such as the diversity of skills, knowledge, experience, gender, background and age of the Directors. The NC is also responsible for examining the composition and size of the Board and Board Committees. As at 20 March 2025, the Board was made up of nine Directors, comprising three EDs, three NEDs and three IDs. All the Directors are male. They age between 46 and 78 years old, and have each served on the Board between 1 and 18 years. Four of the Directors are Singaporeans and the other five Directors are either Singapore permanent resident or foreigners. Name Board of Directors Exco AC & RMC NC RC Status Position Philip Yeo Liat Kok Lead Independent Chairman Chairman Chairman Mark Julian Wakeford Executive Member Chairman Moleonoto Tjang Executive Member Member Suaimi Suriady Executive Member Member Tjhie Tje Fie Non-Executive Member Member Axton Salim Non-Executive Member Member Goh Kian Chee Non-Executive Member Member David Sungkoro Independent Member Chairman Member Andreas Tan Independent Member Member Member Member The current Board composition reflects the Company’s commitment to Board diversity, with members representing different geographical backgrounds (Singapore and Indonesia), experiences, professions and age groups. The Directors possess a wide range of skills, qualifications and competencies in operations management, banking, finance, accounting, risk management, technology and industry knowledge that meets the requirements of the Group. Three of the Directors, namely the CEO, Mr Mark Julian Wakeford, and the EDs, Messrs Moleonoto Tjang and Suaimi Suriady, have extensive experience in plantation management and downstream refinery operations in Indonesia. The biographies and key information of the Directors are provided on pages 28 to 31 of this Annual Report. Having considered the scope and nature of the Group’s businesses, the requirements of the business and the need to avoid undue disruptions from changes to the composition of the Board and Board Committees, the Board, in concurrence with the NC, considers that the Board size of nine is appropriate. The Board also believes that the current composition of the Board and Board Committees effectively serves the Group. The current Directors bring a variety of professional experiences and backgrounds, and allow for informed and constructive discussion and effective decision-making at the Board meetings. The Board will, however, continue to review opportunities to expand the skills, experience and diversity of the Board as a whole.
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