PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) PART II: BOARD COMPOSITION (CONT’D) 5. Board Diversity (Cont’d) In terms of gender diversity, the Board currently comprises 33.3% female representation, exceeding the recommended minimum of 30% women directors under Practice 5.9 of MCCG. To support this commitment, the Board has adopted the Directors’ Fit and Proper Policy and Board Diversity Policy, which establish clear criteria to promote boardroom diversity in the appointment of new Directors and the re-appointment of existing Directors. These policies guide the NC and the Board in selecting suitably qualified Director candidates, to ensure the Board remains effective in discharging its responsibilities. These policies are accessible on the Company’s website at www.keyfieldoffshore. com/corporate-governance. 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 two-tier voting process at the Annual General Meeting (“AGM”) as recommended by Practice 5.3 of the MCCG. The NC is responsible for reviewing, on a regular basis, the structure, size and composition of the Board, as well as assessing the mix of skills (including professional skills, where applicable), experience and other relevant attributes required of Board members, taking into account the needs and strategic direction of the Group. The NC comprises exclusively Independent Non-Executive Directors. During FYE 2025, the NC convened 1 meeting and the attendance record of the NC members 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 2025, summarised as follows: (i) Reviewed the composition and effectiveness of the Board and Board Committees; (ii) Reviewed and assessed the effectiveness, mix of skill, experience, other qualities as well as performance of each individual Director during FYE 2025, including their training needs; (iii) Assessed the independence of Independent Directors; (iv) Assessed the performance, competency and time commitment of each Key Senior Management for FYE 2025; (v) Recommended to the Board the Directors who are retiring by rotation and standing for re-election for shareholders’ approval at the forthcoming Fifth AGM; (vi) Reviewed the Terms of Reference of the NC; and (vii) Reviewed the term of office and performance of the ARMC. 117 Annual Report 2025
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