Group Overview Operation and Financial Review Financials Sustainability and Governance Other Information 37 Annual Report 2025 Corporate Governance 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 for consultation 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 2025, the Directors were briefed by Management on the requirements for implementing the Task Force on Climate-related 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 CG Code and the 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 the 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. The Board acknowledges that appointing a female Director could bring diverse experiences and perspectives that enhance strategic thinking and provide stronger oversight for the Group. However, the Board is guided by the fundamental principle that each Director must be the right fit and must meet the relevant needs and vision of the Board and the Company at the material time. In recent years, the Board has focused on ensuring that new appointments strengthen critical areas such as industry expertise, financial and risk management capabilities and oversight of the Group’s regional expansion, and the most suitable candidates identified during these cycles have, to date, been male. Notwithstanding this, the NC continues to actively identify, engage, and assess suitably qualified female candidates through external search consultants, professional networks, and recommendations from substantial shareholders and Board members, with the aim of appointing at least one female Director as soon as the candidate who satisfies the Board’s fit-and-proper, skills-matrix and independence criteria is identified. The Company will endeavour to improve gender diversity within the next two to three years and remains firmly committed to achieving greater gender balance on the Board over time. The NC will review the Board Diversity Policy annually to ensure its appropriateness. In 2025, other than gender diversity, the NC and the Board were of the view that the Directors met the criteria outlined in the Company’s Board Diversity Policy in terms of age, skills, expertise, experience, nationality and background.
RkJQdWJsaXNoZXIy NTkwNzg=