99 ANNUAL REPORT 2024 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) PART II: BOARD COMPOSITION (CONT’D) 5. Board Diversity (Cont’d) As of the date of this Annual Report, none of the Independent Directors has served on the Company’s Board for more than 9 years. Based on the Company’s Board Charter, the tenure of the Independent Directors shall not exceed a cumulative term of 9 years. Upon completion of the 9 years, an Independent Director may continue to serve on the Board subject to the Directors’ re-designation as Non-Independent Director. Nonetheless, should the Board wish to retain such Director as Independent Director, the Board must justify its decision and seek annual shareholders’ approval through a twotier voting process at the Annual General Meeting (“AGM”) as recommended by Practice 5.3 of the MCCG. The NC is responsible for reviewing the structure, size and composition of the Board regularly and to undertake the review of the appropriate skills (including but not limited to professional skills, where applicable), experience and characteristics required of Board members through set procedures, in the context of the needs of the Group. The NC comprises exclusively of Independent Non-Executive Directors. During FYE 2024, the NC held 1 meeting and the details of the meeting attendance are as below: Position Name Directorship Meeting Attendance Chairman Chia Chee Hoong Independent Non-Executive Director 1/1 Member Lim Chee Hwa Independent Non-Executive Director 1/1 Member Julannar Binti Abd Kadir Independent Non-Executive Director 1/1 The roles and responsibilities of the NC are outlined in its Terms of Reference, which is available on the Company’s website at www.keyfieldoffshore.com/corporate-governance. The NC has effectively carried out its functions and obligations during the FYE 2024, summarised as follows: (i) Reviewed the composition and effectiveness of the Board and Board Committees; (ii) Reviewed the skills, experience and contribution of each individual Director; (iii) Assessed the independence of Independent Directors; (iv) Assessed the performance, competency and time commitment of each Key Senior Management; (v) Reviewed the tenure of each Director; (vi) Recommended to the Board the Directors who are retiring by rotation and standing for reelection for shareholders’ approval at the forthcoming Fourth AGM; (vii) Reviewed the training programmes attended by the Directors and training needs; and (viii) Reviewed the term of office and performance of the ARMC. Pursuant to the Company’s Constitution, one third (1/3) of the Directors of the Company for the time being shall retire by rotation at each AGM, and all Directors shall retire from office at least once in every 3 years but shall be eligible for re-election at the AGM. In this regard, the NC conducted assessments on Dato’ Kee Chit Huei and Puan Julannar Binti Abd Kadir who would retire by rotation at the forthcoming Fourth AGM of the Company in accordance with the Clause 76(3) of the Company’s Constitution. Upon review, the NC, being satisfied with the performance as well as the fit and proper of the retiring Directors and recommended to the Board on their re-election at the forthcoming Fourth AGM. CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d)
RkJQdWJsaXNoZXIy NDgzMzc=