6 GOVERNANCE 225 To preserve impartiality and avoid any impairment of objectivity, the Chairman does not serve as a member of the Audit Committee or the Nomination and Remuneration Committee, nor does he attend committee meetings by invitation. The Board is supported by five (5) Board committees (“Committees”), each operating under clearly defined Terms of Reference to ensure structured, transparent and effective oversight. These Committees enable the Board to discharge its responsibilities efficiently, objectively and in a well considered manner by providing detailed review, evaluation and recommendations on specific areas delegated to them. AUDIT COMMITTEE Assist the Board in the oversight responsibilities by reviewing and monitoring the integrity and adequacy of the Group’s internal controls, financial and non-financial reporting process and management information systems, including related party transactions and systems for compliance with applicable laws, regulations, rules, directives and guidelines. BOARD GOVERNANCE AND RISK COMMITTEE Undertake governance and compliance duties and responsibilities in addition to the oversight of risk management matters, monitor the exercise of Integrity & Governance unit and overseeing the overall issue of corruption, fraud, malpractice & unethical conduct within the organisation. NOMINATION AND REMUNERATION COMMITTEE Assist the Board on the nomination of Directors and Senior Management, assessing the effectiveness of the Board and Board Committees and recommending remuneration packages and assessing the performance of Managing Director/ Chief Executive Officer and Senior Management. BOARD TENDER COMMITTEE Reinforce corporate governance, integrity and transparency in the procurement process and contract management. BOARD INVESTMENT COMMITTEE (Ad-hoc Committee) Assist the Board on all matters in respect of acquisitions and divestments of business/investments. On integrity consideration for Board committees’ deliberations, Board committee meetings were not combined with Board meetings. This separation ensures that Committee members are able to engage in focused, independent and objective discussions without the influence of the wider Board. Following each meeting, the respective Committee Chair reports to the Board on key matters deliberated and recommendations made. While the Committees provide support and specialist oversight, the ultimate responsibility and decision making authority rest with the Board, which retains full accountabilities for all matters affecting the Group. Prior to 7 July 2025, the Board was supported by Ms Chiew Siew Yuen who had resigned as Company Secretary, and was being replaced by Mr. Tan Kok Siong and Ms. Lau Yen Hoon on 5 August 2025. Both are qualified Company Secretaries with extensive experience in corporate secretarial matters and advisory. The Company Secretaries assist the Board in executing their fiduciary duties and responsibilities as well as leadership functions. They are also advising on the Company’s Constitution and ensuring that Board policies and procedures align with the best practices outlined in the MCCG and adhere to applicable rules and regulations. The Corporate Secretarial team collaborates closely with the Management to ensure that appropriate information is cascaded to the Board and Board Committees, as well as flows between Non-Executive Directors and Management in a timely manner. The Board has access to the advice and services of the Company Secretaries in an unrestricted manner.
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