Group Overview Operation and Financial Review Financials Sustainability and Governance Other Information Indofood Agri Resources Ltd. 32 Corporate Governance Directors’ Duties and Obligations: The Board of Directors shall exercise due care and independent judgement, and objectively discharge their duties and responsibilities in the best interest of the Company. This is one of the performance criteria for self and peer assessments in the NC annual evaluation of the effectiveness of the Directors. The Board comprises Executive, Non-Executive and Independent Directors, whose duties and obligations are as follows: • Executive Directors (“EDs”) are members of the Management who are involved in the day-to-day running of the business. They work closely with the NEDs on the long-term sustainability and success of the businesses. They provide insights and recommendations on the Group’s operations at the Board and Board Committee meetings. • Non-Executive Directors (“NEDs”) do not participate in the business operations. They constructively challenge the Management on its decisions and contribute to the development of the Group’s strategic goals and policies. They participate in the review of the Management’s performance in achieving the strategic objectives as well as the appointment, assessment and remuneration of the EDs and key personnel. • Independent Directors (“IDs”) are NEDs who are unrelated to any of the EDs and deemed to be impartial by the Board. IDs have similar duties as the NEDs, with the additional responsibility of providing independent and objective advice and insights to the Board and Management. Each Director is required to promptly disclose any conflict or potential conflict of interest, whether direct or indirect, in relation to a transaction or proposed transaction with the Group as soon as is practicable after the relevant facts have come to his knowledge. The Company has in place appropriate procedures where, on an annual basis, each Director will also submit details of his associates for the purpose of monitoring interested person transactions. Where a Director has a conflict or potential conflict of interest in relation to any matter, he will immediately declare his interest either at the meeting of the Directors or by written notification to the Company. Unless the Board is of the opinion that his presence and participation are necessary to enhance the efficacy of such discussion when the conflict-related matter is discussed, the Director will refrain from participating in the discussion and abstain from voting in relation to the conflict-related matters. Director Orientation and Training: The Board recognises the importance of professional development for the Directors for them to contribute effectively during the Board and Board Committee meetings. All newly appointed Directors are briefed by the Chairman of the Board and any Board Committees they are appointed to regarding their roles, duties and responsibilities. They also attend an orientation programme conducted by the Management to familiarise themselves with the Group’s organisation structure, business operations, strategic directions, industry trends, corporate developments and corporate governance practices, as well as their statutory duties and other responsibilities as Directors. In 2025, there was no new Director appointed to the Board. The Directors receive continuing education and training in areas pertaining to their duties and responsibilities. This includes seminars and workshops on corporate governance, financial reporting standards, and relevant laws and regulations, such as the SGX-ST Listing Manual, the 2018 CG Code and the Companies Act. The Directors also attend seminars and training organised by the Singapore Institute of Directors (“SID”) and other professional organisations to stay abreast of recent developments and approaches in financial, legal, corporate governance and regulatory practices.
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