Group Overview Operation and Financial Review Financials Sustainability and Governance Other Information Indofood Agri Resources Ltd. 40 Corporate Governance The evaluation forms are designed to seek the Directors’ views on various aspects of the Board and Board Committees’ performance and competencies to assess their overall effectiveness. The Chairman is assessed by his fellow Board members on his ability to lead the Board, establish proper procedures to ensure the effective functioning of the Board, and facilitate meaningful participation and open communication during Board meetings. The NC evaluates the contributions and performance of the Directors and recommends key areas for improvement in its report to the Board. Through the NC, the Board ensures that all the Directors appointed to the Board and Board Committees, whether individually or collectively, possess the background, experience, business knowledge, competencies in finance and management skills critical to the Group’s operations. The Board will also ensure that each Director is able to offer an independent and objective perspective to enable sound, balanced and well-considered Board decisions to be made. To ensure confidentiality, the completed evaluation forms will be submitted to the Company Secretary for collation. The consolidated responses and findings will be presented to the NC for review and discussion, before the findings and suggestions for improving the effectiveness of the Board and Board Committees are presented to the Board. Following the review in 2025, the Board is of the view that the Board and Board Committees were able to operate effectively and that each Director was contributing to the overall effectiveness of the Board and Board Committees. All NC members abstained from the voting or review process of any matters in connection with the assessment of their performance or recommendation for their re-appointment as a Director of the Company. There was no external facilitator used during the performance evaluation of the Board for the financial year ended 31 December 2025. REMUNERATION MATTERS PRINCIPLE 6: Procedures in Developing Remuneration Policies Remuneration Committee: The RC is chaired by Mr Philip Yeo Liat Kok (ID), with Messrs Axton Salim (NED) and Andreas Tan (ID) as members. The RC meets at least once a year to review and approve the remuneration package and terms of employment for the Directors and key management personnel (“KMP”). The RC shall review and recommend to the Board on all aspects of remuneration for the Directors and KMP, including the Directors’ fees, as well as salaries, allowances, bonuses and benefits-in-kind for the KMP. The RC will ensure that the termination pay-out, retirement payment, gratuity, ex-gratia payment, severance payment and other such compensation in the employment contracts of the KMP are reasonable and aligned with industry norms. The RC shall submit its recommendations on the remuneration package for the KMP as well as present the Directors’ fees as a total sum to the Board for endorsement before tabling its proposal at the AGM for the shareholders’ approval. The RC is empowered to review the HR management policies of the Group and may seek external professional advice on remuneration and HR matters. Each RC member will abstain from participating in the deliberations of and voting on any resolution in respect of his remuneration package or the remuneration of employees related to him. No remuneration consultants were engaged by the Company for the financial year ended 31 December 2025. The Company will continue to monitor the need to engage external remuneration consultants going forward and where applicable, will review the independence of the external firm before any engagement.
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