Group Overview Financials Other information Sustainability and Governance Operation and Financial Review Annual Report 2024 39 CORPORATE GOVERNANCE All Directors have unrestricted access to the Company’s records and information. The Company has put in place processes to ensure that the Directors are furnished with complete, accurate and adequate information in a timely manner to enable them to be fully cognisant of the decisions and actions of the Management and to perform their duties effectively. Besides receiving regular Board briefings on key business initiatives, information papers, and industry and market reports, the Directors are also informed by the Management as and when there are any significant developments, major decisions, business deals or events relating to the Group’s business operations. A tentative schedule of meetings for the year is given to the Board a year in advance. The Board papers prepared for each meeting are normally circulated prior to the meeting. This is to give the Directors sufficient time to review and consider the matters to be discussed so that discussions can be more meaningful and productive. However, sensitive matters may be tabled at the meeting itself or discussed without papers being distributed. The Board papers provide sufficient background and explanatory information from the Management on financial impact, mitigation strategies, risk analysis, expected outcome, regulatory implications and corporate issues to enable the Directors to be properly briefed on the issues to be considered at Board and Board Committees meetings. Such explanatory information may also be in the form of briefings or formal presentations made by the Management in attendance at the meetings, or by external consultants engaged on specific projects, to provide additional insights to the Directors. Where required or requested by Board members, site visits to plantations, mills and factories, and meetings with personnel from the Group’s business divisions are also arranged to provide Directors with a better understanding of the business operations in each division. The NEDs have free access to the Management to consult on any matters regarding the Company and its operations. They can also engage external professional advice, either individually or as a group, to support their roles and duties. In 2024, the Directors were briefed by Management on the requirements for implementing the Task Force on Climaterelated Financial Disclosures (“TCFD”) framework. The Directors were also updated on the steps taken to align the Group’s business activities with the TCFD recommendations. The discussions covered detailed briefings on the climate scenario analysis exercise, adjustments to the ERM framework for identifying the physical and transitional risks associated with climate change, as well as the key mitigative and adaptive actions. Board Diversity Policy The Company recognises and advocates Board diversity to draw on the diversity of skills, experiences, backgrounds, gender and age among its members, as stated under the 2018 Code and SGX-ST Listing Manual. The Board formally adopted a Board Diversity Policy in 2023 that takes into account a spectrum of attributes, including skills, experiences, backgrounds, nationalities, age and other relevant factors. The Board recognises the significance of these factors in determining the optimal composition of the Board, as limiting the diversity focus to gender alone would be too narrow in scope. In reviewing the Board’s composition and succession planning, the NC will consider the benefits of Board diversity, including knowledge of the Company and the industry. The NC will also consider the suitability of Board candidates based on individual merit, and whether their skills, experience, independence and knowledge would contribute to an effective Board. Aside from gender, the Board noted that its current composition aligns with its Board Diversity Policy, reflecting a diversity of age, demographics, backgrounds and experiences, with an appropriate balance of skillsets and knowledge suited to the nature and scope of the Group’s operations. The current Directors bring with them a wide range of core competencies, from accounting and finance to business and management, industry knowledge, strategic planning and deep customer knowledge. The diversity of their backgrounds and perspectives has allowed for richer discussions and useful exchange of ideas and views. In considering new candidate(s) for Board appointments, the NC will look for suitable individuals with skills and experiences that can complement the Board’s current profile.
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