Group Overview Operation and Financial Review Financials Sustainability and Governance Other Information Indofood Agri Resources Ltd. 36 Corporate Governance Annual Review of Directors’ Independence In February 2026, 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 CG 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 with 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 judgement 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 of 31 December 2025, the Board meets the independence composition requirements of at least one-third of the Company board. Proportion of NEDs: To ensure proper checks and balances between the Board and the Management, six out of the nine Directors are NEDs. The NEDs 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 to contribute to a balance of viewpoints on the Board. He facilitates and chairs the meetings with the NEDs as Lead ID when such meetings are deemed necessary. The Lead ID is also available to shareholders who have concerns that cannot be resolved or are inappropriate or inadequate to raise through the normal communication channels. There was no query or request on any matter requiring the Lead ID’s attention received from shareholders in 2025. Board Guidance: The Directors, especially the NEDs, are kept informed of the Company’s business and affairs and of the industry in which the Company operates. This knowledge is essential for the Directors to engage in informed and constructive discussions. 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 study the content 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, enabling the Directors to be properly briefed on the issues to be considered at Board and Board Committee 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.
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