SECTION 3: OUR GOVERNANCE 122 CORPORATE GOVERNANCE OVERVIEW STATEMENT PRINCIPLE A BOARD LEADERSHIP AND EFFECTIVENESS During the BEA, each Director fills in the BEA forms, the format of which has been reviewed by the NC as well as approved by the Board. The BEA forms encompass questionnaires that aim to assess the above criteria and can be answered in either numerical scores, descriptive responses or a combination of both. The Group’s head of human resource department then compiles the responses and present them in the NC meeting. The NC then reviews and recommends the BEA results to the Board for Board’s approval. The key findings of the BEA for the financial year ended 31 December 2023 are as follows: BOARD PERFORMANCE The Group conducts its Board Effectiveness Assessment (“BEA“) on an annual basis. Among the assessment criteria are: • Diversity of the Board is evaluated based on the mix of skills, experiences and size. • Consideration is given to the representation of different backgrounds and perspectives within the Board. Diversity (including mix of skills and experiences) and size of the Board • The independence of Independent Directors is evaluated to ensure they provide unbiased judgment and oversight. • Criteria such as relationships with Management and Shareholders are considered in assessing the level of independence. Level of independence of Independent Directors • Individual contribution of each Director is evaluated based on various criterias, including attendance, participation, expertise and decision-making abilities. • Effectiveness of the Board and Board Committees is assessed in terms of strategic oversight, decision-making, risk management and stakeholder engagement. Contribution of each Director and effectiveness of the Board • Character, experience, integrity and competence of Directors, both Independent Directors and Executive Directors, are evaluated to ensure they possess the qualities necessary to fulfil and carry out their roles efficiently and effectively. • Consideration is given to their ability to dedicate sufficient time to carry out and discharge the Board responsibilities. The character, experience, integrity and competence of the Independent Directors and Executive Directors to ensure they duly discharge their roles effectively and efficiently • The Board exhibits diversity in terms of skills and experiences, with members bringing unique perspectives to discussions. • Efforts have been made to further enhance diversity, particularly in areas such as gender and background, to ensure a broader range of viewpoints. Diversity (including mix of skills and experiences) and size of the Board • Independent Directors have demonstrated a high level of independence, offering impartial perspectives and challenging management when necessary and required. • Proper procedures are in place to mitigate potential conflicts of interest, ensuring Independent Directors act in the best interests of the Company, the Group and its Stakeholders. Level of independence of Independent Directors
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