Group Overview Financials Other information Sustainability and Governance Operation and Financial Review Indofood Agri Resources Ltd. 38 CORPORATE GOVERNANCE The Company endorses the principle that its Board should have a balance of skills, knowledge and experience appropriate to its business so as to mitigate against groupthink and to ensure that the Group can benefit from all available talents. In reviewing the Board’s composition and succession planning, the NC considers the benefits of all aspects of diversity. The NC reviews the composition and size of the Board every year to ensure that the size of the Board is conducive for effective discussions and there is sufficient diversity without interfering with efficient decision-making. It is satisfied that the Board has the appropriate mix of expertise and experience, and collectively possesses the necessary core competencies to lead and govern the Group effectively. Each Director has been appointed on the strength of his calibre, experience, stature and ability to contribute to the development of the Group strategy and business performance. Board Independence: The NC conducts an annual review to determine the independence of the Directors according to the guidelines of the 2018 Code and the SGX-ST Listing Manual. The NC also considers the nature of relationships and circumstances that could influence the judgement and decisions of the Directors and deliberates the independence of the Directors based on their conduct and judgement before tabling its findings and recommendations to the Board for approval. Annual Review of Directors’ Independence In February 2025, the NC conducted an annual review of the independence of the Directors based on the definitions set out in the SGX-ST Listing Manual and the guidelines of independence in the 2018 Code and its accompanying Practice Guidance. All the IDs have served on the Board for less than nine years. They also completed an independence declaration form, declaring their independence from any affiliations with the Company, its related corporations, substantial shareholders or officers that could interfere or be reasonably perceived to interfere with the exercise of their independent judgement. The NC provides its views to the Board for the Board’s consideration. The Board (excluding the incumbents who recused themselves from their respective Directors’ Independence Checklist) unanimously agreed that Messrs Philip Yeo Liat Kok, David Sungkoro and Andreas Tan have at all times exercised independent judgment on the corporate affairs of the Group, independently of the Management, objectively deliberated any decisions on the Board or in their respective Board Committees, and discharged their Directors’ duties in the best interests of the Company. Furthermore, the process of decision making by the Board is based on collective decisions without any individual or small group of individuals dominating the Board’s decision-making. As at 31 December 2024, the Board meets the independence composition requirements of at least one-third of the issuer’s board. Proportion of NEDs: To ensure proper check and balance between the Board and the Management, six out of the nine Directors are NEDs. The NEDs shall attend the Board meetings, participate actively in discussions on the Company’s strategic plan and issues, monitor the Company’s performance and review the Management’s performance against the agreed targets. The NEDs may convene meetings in the absence of the Management to deliberate on Company matters, such as Board processes and practices, corporate governance initiatives, succession planning, leadership development and remuneration. Role of the Lead ID: The Board has appointed Mr Philip Yeo Liat Kok, who is the Chairman of the Board, as the Lead ID. Pursuant to Rule 1207(10A) of the SGX-ST Listing Manual, Mr Philip Yeo Liat Kok is not related to the CEO or members of the Management. He coordinates and leads the IDs to provide a non-executive perspective and contribute to a balance of viewpoints on the Board. He facilitates and chairs the meetings with the NEDs as and when such meetings are deemed necessary. The Lead ID is also available to shareholders should they have concerns that cannot be resolved or are inappropriate or inadequate to raise through the normal communication channels. There was no shareholder query or request on any matter requiring the Lead ID’s attention in 2024. Board Guidance: The Directors, especially the NEDs, are kept informed of the Company’s business and affairs and the industry in which the Company operates. This knowledge is essential for the Directors to engage in informed and constructive discussions.
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