Group Overview Operation and Financial Review Financials Sustainability and Governance Other Information Indofood Agri Resources Ltd. 38 Corporate Governance PRINCIPLE 3: The Chairman and The Chief Executive Officer Separation of Roles: The roles of the Chairman and the CEO must be held by different persons, each with a clear set of roles and responsibilities, to ensure the proper balance of power and independence. Mr Philip Yeo Liat Kok is the Chairman of the Board as well as the Lead ID. Pursuant to Rule 1207(10A) of the SGX-ST Listing Manual, he is not related to the CEO or members of the Management. As the Chairman, he bears responsibility for the proper functioning of the Board and the effectiveness of its governance processes. The Chairman works closely with the CEO to develop the agenda for the Board meetings and to ensure that the Company Secretaries disseminate the Board papers and materials to the Directors on time to prepare them for the Board meetings. During the Board meetings, the Chairman facilitates open and objective discussions among the Directors to encourage active participation, and to ensure that all issues on the agenda are carefully deliberated before arriving at a decision. The Chairman also plays an important role in facilitating smooth and constructive communications among shareholders, Directors and the Management at the AGM and shareholder meetings. Mr Mark Julian Wakeford is the CEO, whose responsibilities include charting the corporate directions and business strategies, ensuring smooth day-to-day operations and management, establishing marketing and strategic alliances, and providing strong leadership and clear vision for the Company. He is supported by the Exco and is accountable to the Board for all decisions, actions and performance of the Company. PRINCIPLE 4: Board Membership The Board has a formal and transparent process for the appointment and re-appointment of Directors. Nominating Committee: The NC is chaired by Mr Philip Yeo Liat Kok (Lead ID), with Messrs David Sungkoro (ID) and Andreas Tan (ID) as members. The NC meets at least once a year to carry out the following duties and functions: • Review the succession plans for the Board and the Management; • Nominate new Directors to the Board; • Recommend the re-appointment of Directors to the Board with consideration of their respective contributions, conduct and performance; • Ensure the Directors submit themselves for re-appointment at least once every three years; • Conduct an annual review of the independence of the Directors according to the 2018 CG Code; • Assess the attitude and abilities of the Directors to adequately carry out their respective duties and responsibilities, especially for those with other board commitments; • Establish the evaluation criteria for the Directors’ performance; and • Review the professional training and development programmes for the Directors. Nomination of New Directors and Re-appointment of Incumbent Directors: The NC adopts the following process to select and nominate new Directors as well as re-appoint incumbent Directors for another term on the Board: • Conduct an annual review on the size and composition of the Board to ensure there are sufficient IDs represented; • Leverage external resources, such as recruitment firms, to search for and shortlist potential candidates; • Review the suitability of each candidate, including factors like experience, competencies, drive and commitment, in consultation with the Board and the Management, to ensure diversity and effectiveness of the Board; and • Recommend the suitable candidates to the Board for approval. 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 the 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.
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