Group Overview Financials Other information Sustainability and Governance Operation and Financial Review Annual Report 2024 41 CORPORATE GOVERNANCE In recommending the Directors for re-appointment, the NC considers factors such as the needs of the Group, the requirements of the Group’s business, the need to avoid undue disruptions from changes to the Board and Board Committees, the Board members’ attendance record and level of participation and contribution at the Board and Board Committee meetings. Pursuant to the Company’s Constitution, at least one-third of the Board shall retire from office by rotation at each AGM. Unless they are disqualified from holding office, all the incumbent Directors shall submit themselves for re-appointment at least once every three years. Retirement by Rotation and Re-appointment at the 2025 AGM: Messrs Moleonoto Tjang, Axton Salim and Suaimi Suriady will retire by rotation at the 2025 AGM pursuant to Regulation 111 of the Company’s Constitution. For new Directors appointed to fill casual vacancies last year, Messrs Philip Yeo Liat Kok, David Sungkoro and Andreas Tan will be due for retirement at the 2025 AGM pursuant to Regulation 115 of the Company’s Constitution. Each member of the NC shall abstain from voting, approving or making a recommendation on any NC resolution in which he has a conflict of interest in the subject matter under consideration. Details on Messrs Moleonoto Tjang, Axton Salim, Suaimi Suriady, Philip Yeo Liat Kok, David Sungkoro and Andreas Tan (including information set out in Appendix 7.4.1 of the SGX-ST Listing Manual) can be found under “Board of Directors” and “Supplemental Information on Directors Seeking Re-election at the 2025 AGM” of this Annual Report. Directors’ Commitment: For Directors serving on the board of other public-listed companies, the NC adopts a holistic assessment instead of prescribing a maximum number of directorships and/or other principal commitments that each Director may have. All Directors are required to declare their board representations. To ensure that the Directors with multiple board representations can devote sufficient time and attention to the Company’s affairs, all Directors submit an annual affirmation to allocate sufficient time and effort to carry out their Board duties and responsibilities. The NC will review the nature and complexity of their other commitments, including the number of board representations, against their attendance, participation and contributions at the Company’s Board and Board Committee meetings, in assessing whether they have effectively carried out their fiduciary duties as Directors of the Company. The NC was satisfied that all the Directors were able to participate in a substantial number of the Board and Board Committee meetings and had devoted sufficient time and attention to the affairs of the Company in 2024, taking into account, inter alia, the attendance records of the Directors at the respective Board and Board Committee meetings and their contributions towards the decision making of the Board and Board Committees. They had adequately discharged their duties as Directors and provided objective views to the Board and the Management. The Board does not see a need at present to limit the number of board representations for the Directors. Alternate Directors: The Company has no Alternate Directors on the Board. Nominee Directors: The NC does not see a need at present for Nominee Directors and has not formulated a policy for such appointments. PRINCIPLE 5: Board Performance Evaluation of the Board, Board Committees and Directors: The NC has established a formal process to review the performance and effectiveness of the Board and Board Committees, as well as the contributions by the Chairman of the Board and each individual Director to the effectiveness of the Board, using key criteria set out in the “Nominating Committee Guide” issued by the SID. Where appropriate, the Board will recommend changes to the evaluation forms to align with prevailing regulations. The NC assesses the performance of the Board and its Board Committees, using objective and appropriate criteria recommended by the NC and approved by the Board. The following forms will be used to assess the performance: • Board Performance Evaluation Form • Board Committees Performance Evaluation Form for the AC & RMC, the NC and the RC • Chairman Performance Evaluation Form • Director Peer Performance Evaluation Form
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