SECTION 3: OUR GOVERNANCE 116 PRINCIPLE A BOARD LEADERSHIP AND EFFECTIVENESS CORPORATE GOVERNANCE OVERVIEW STATEMENT RE-ELECTION OF DIRECTORS Clause 107 of the Company's Constitution provides, amongst others, that at every annual general meeting, one-third of the Directors who are subject to retirement by rotation for the time being or if their number is not three or a multiple of three, then the number nearest to one-third shall retire from office and be eligible for re-election, provided that all Directors shall retire from office once at least in every three years. Low Kok Poh and Ng Lian Chun are retiring by rotation in accordance with Clause 107 of the Company's Constitution and being eligible, have offered themselves for re-election. The Board recognises that the Directors' performance is used as basis in recommending the re-election to the Company's shareholders. This in turn is determined through their annual evaluation and assessment carried out by the NC before any recommendation to the Board for deliberation. ACCESS TO INFORMATION AND ADVICE The Board has unrestricted access to individuals within the Group, enabling thorough investigations and information gathering related to the Group. This access extends to the Group’s auditors and consultants. Moreover, the Board is empowered to solicit relevant internal and external independent professional advice and the Group covers the associated expenses. In alignment with our commitment to environmental sustainability, the Board actively promotes a paperless environment for all Board and Board Committees meetings. To minimise paper usage, digital access is facilitated for meeting papers, reducing the necessity for hard copy distribution. To ensure effective discussions and informed decision-making during meetings, agendas and meeting papers are distributed well in advance to Board and Board Committee members. This proactive distribution allows ample time for members to review and prepare for the deliberation of matters on the agenda. Post-meeting, comprehensive minutes are prepared to capture discussions, deliberations, dissenting views and decisions in a clear, accurate and complete manner. This includes documenting instances where Directors abstained from voting or deliberation. To ensure the effective functioning of the Board, all Directors have the support of suitably qualified and competent company secretaries. The company secretaries play an advisory role to the Board in relation to compliance with relevant laws, rules, regulations and governance best practices, boardroom effectiveness and Directors’ duties and responsibilities. BOARD OVERSIGHT The current Board composition comprises six directors (“Directors“), among whom three are Non-Independent Executive Directors (“ED“) and three are Independent Non-Executive Directors (“INED“), reflecting our commitment to robust governance practices. To fortify governance, distinct responsibilities are assigned to specialised committees such as the Audit and Risk Management Committee (“ARMC“), Nomination Committee (“NC“) and Remuneration Committee (“RC“) (collectively, “Board Committees“). Each committee operates in accordance with its dedicated terms of reference and their effectiveness undergoes an annual assessment as an integral part of our evaluation process. Operational matters are delegated to the Group’s chief executive officer (“Group CEO“), with specific exclusions outlined in the Board Charter. The roles of the Group’s executive chairman (“Executive Chairman“), Group CEO and INEDs are clearly defined and articulated in the Board Charter. Regular reviews conducted by the Board ensure that these roles remain pertinent and efficacious in meeting our corporate objectives. FIT AND PROPER POLICY The Group recognises the critical importance of leadership qualities such as competence, character, diligence, honesty, integrity and judgment in the performance of duties by its leaders. The competency of individuals identified as “Key Responsible Persons“ within the Group is vital for sustainable development. To formalise the approach in assessing the fitness and propriety of these individuals, the Board has established the Directors’ and Senior Management’s Fit and Proper Policy (“Fit & Proper Policy“). The Fit & Proper Policy is designed to mitigate risks associated with individuals who may not be fit and proper to serve in responsible positions within the Group. The Board, as the primary governing body, holds the responsibility of ensuring that all Key Responsible Persons meet the fit and proper criteria. The Board is tasked with conducting assessments to evaluate the fitness and propriety of individuals in these key roles. In upholding its commitment, the Board ensures that each Key Responsible Person possesses the requisite skills and experience aligned with their respective roles. Final determinations on the fitness and propriety of Key Responsible Persons are made by the Board. The NC plays a pivotal role in the fit and proper assessment process. It assesses existing Key Responsible Persons and candidates for such positions based on established standards and provides recommendations to the Board.
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