Group Overview Operation and Financial Review Financials Sustainability and Governance Other Information Indofood Agri Resources Ltd. 34 Corporate Governance The Board is regularly updated on significant developments and events regarding the Group. All the Directors have direct and independent access to the Company Secretaries as well as the Management for additional information. They may seek professional advice, either individually or as a group, in executing their duties, and invite external consultants to present or advise on specific matters at Board or Board Committee meetings. The cost of engaging external advice shall be borne by the Company. The Company’s Constitution allows for the Board and Board Committee meetings to be conducted remotely via telephone or any other available communication channels, and for decisions to be made by way of written resolutions. Directors who are unable to attend the Board or Board Committee meetings are provided with the meeting minutes and materials to facilitate subsequent discussions or follow-up actions after the meetings. The Board and Board Committees can also make decisions by way of circulating the resolutions. The attendance at the Board and Board Committee meetings and AGM in 2025 was as follows: Description Board AC & RMC NC RC AGM Number of meetings held in 2025 4 6 1 1 1 Name of Directors Number of meetings attended Philip Yeo Liat Kok 4 – 1 1 1 Mark Julian Wakeford 4 – – – 1 Moleonoto Tjang 4 – – – 1 Suaimi Suriady 4 – – – 1 Tjhie Tje Fie 4 – – – 1 Axton Salim 4 – – 1 1 Goh Kian Chee 4 6 – – 1 David Sungkoro 4 6 1 – 1 Andreas Tan 4 6 1 1 0 Chairman “–” Not Applicable 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-yearly 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. The Board is made up of nine Directors, comprising three EDs, three NEDs and three IDs. It consists of individuals aged 47 to 79, each having served on the Board between 2 and 19 years. Four of the Directors are Singapore Citizens and the other five Directors are either Singapore permanent residents or other nationalities.
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