CORPORATE GOVERNANCE REPORT Board Independence The Board has 11 non-executive Directors of whom eight are independent Directors. The Code requires non-executive Directors to make up a majority of the Board and the SGX Listing Manual requires one-third of the Board to comprise independent Directors. Our Board composition is in compliance with these requirements. The independence of each Director is determined upon appointment and reviewed annually, and as and when circumstances by the NC, in accordance with the requirements of the SGX-ST Listing Manual, the Code and where relevant, the recommendations set out in the Practice Guidance accompanying the Code. The Board, taking into account the views of the NC, affirmed that the independent Directors are Kwa Chong Seng, Teo Ming Kian, Kevin Kwok Khien, Lim Ah Doo, Lim Chin Hu, Lim Sim Seng, Ng Bee Bee (May) and Song Su-Min. The Board comprises majority independent Directors including Board Chairman. Each of the members of the NC and the Board recused himself/herself from the deliberations on his/her independence. Kwa Chong Seng, Teo Ming Kian, Kevin Kwok Khien, Lim Ah Doo, Lim Chin Hu, Lim Sim Seng and Song Su-Min declared that each of them does not have any relationships with the substantial shareholder, no management relationship and no business relationship with the Company and its group of companies, that could interfere, or be reasonably perceived to interfere, with the exercise of their independent business judgement in the best interests of ST Engineering. Kwa Chong Seng attained his nine years of service on the Company’s Board on 1 September 2021. The Company sought and obtained Shareholders’ approval at its AGM held in April 2021 by way of a two-tier vote pursuant to Rule 210 (5) (d)(iii) of the SGX-ST Listing Manual, for Kwa Chong Seng to continue to be considered as independent Director with effect from 1 September 2021. The approval for Mr Kwa to be considered as independent Director remains in force until the earlier of the retirement or resignation of Mr Kwa or the conclusion of the third AGM following the passing of the resolution. The Board had confirmed its previous determination that Mr Kwa remains objective and independent in Board and Board Committee deliberations. He constructively challenges Management during Board and various Board Committee meetings on which he serves and his extensive experience enables him to provide wise counsel and guidance to facilitate sound decision-making. Mr Kwa’s length of service on the Board neither interferes with his exercise of independent judgment nor hinders his ability to act in the best interests of the Company. On this basis, the Board is of the view that Mr Kwa will be able to continue to discharge his duties independently with integrity and competency. Independence Independent & Non-Executive Directors 67% Non-Independent & Non-Executive Directors 25% Executive Director/ Group President & CEO 8% Gender Diversity Male Directors 83% Female Directors 17% 84 ST ENGINEERING ANNUAL REPORT 2022
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