SECTION 3: OUR GOVERNANCE 108 MST Golf’s Corporate Governance Structure A1: BOARD RESPONSIBILITIES Board The Board is charged with leading and managing the Group in an effective and responsible manner. Each Director has a duty to act in good faith, to use reasonable care, skill and diligence and to act in the best interest of the Group. The Board is responsible to the Company’s shareholders and stakeholders for the manner in which the affairs of the Group are managed. It also ensures that its obligations to its shareholders and stakeholders are understood and met. Duties of the Board include establishing the corporate vision and mission of the Group, establishing its objectives and developing the strategies that direct the ongoing activities of the Group to achieve these objectives, setting the aims of the Group’s management (“Management”) and monitoring their performance. Good governance holds the Management accountable to the Board and the Board is accountable to the owners and other stakeholders. Board Committees The Board is assisted by the following four Board Committees: • Audit Committee (“AC”) • Nomination Committee (“NC”) • Remuneration Committee (“RC”) • Governance, Risk and Sustainability Committee (“GRSC”) GOVERNED BY: • Board Charter • Committees’ Terms of Reference • Fit and Proper Policy • Remuneration Policy • Conflict of Interest Policy • Code of Conduct and Ethics • Sustainability Policy • Risk Management Policy • IT Governance Policy • Other Policies • Companies Act 2016 • MMLR • MCCG • Other relevant laws, regulations and standards. BOARD OF DIRECTORS Audit Committee Nomination Committee Remuneration Committee Governance, Risk and Sustainability Committee GROUP MANAGEMENT Chief Executive Officer Chief Financial Officer Chief Operating Officer Senior Management Heads Of Departments Each Board Committee is delegated with specific duties and responsibilities defined in their respective Terms of Reference as well as the Board Charter, which are published on the Company’s corporate website. Separation of Roles between Chairman of the Board and Chief Executive Officer The Group ensures a balance of power and authority between the chairman of the Board (“Chairman”) and the Group’s chief executive officer (“CEO”) with a clear division of responsibility between the running of the Board and the Group's business respectively. The positions of Chairman and CEO are separated and clearly defined in the Board Charter. In FY2024, Mr. Low Kok Poh was the Executive Chairman while Mr. Ng Yap Sio was the Group CEO. PRINCIPLE A BOARD LEADERSHIP AND EFFECTIVENESS CORPORATE GOVERNANCE OVERVIEW STATEMENT
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