Teo Ming Kian stepped down as a non-executive Director of Temasek Holdings (Private) Limited (Temasek), which is a substantial shareholder of the Company, in September 2022. During his tenure in Temasek, he was not a nominee of Temasek on the Board of ST Engineering. His role on the Temasek board was non-executive in nature and he was not involved in the day-to-day conduct of the business of Temasek. Mr Teo was also not directly associated with Temasek in that he was not accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of Temasek in relation to the corporate affairs of ST Engineering. It also did not generate any issue that may affect his independence as a Director of ST Engineering. The NC had previously determined that Mr Teo's position in Temasek would not have any conflict or did not impair his ability to act with independent judgement in the discharge of his duties and responsibilities as a Director. The Board had also previously viewed that the relationships set out above do not interfere with the exercise of Mr Teo's independent business judgement in the best interests of ST Engineering. Mr Teo remains as an independent Director. Lim Sim Seng is the Group Head of Consumer Banking Group and Wealth Management of DBS Bank (DBS). DBS is one of the many banks which ST Engineering group companies have a banking relationship with. All transactions between DBS and ST Engineering group companies are conducted in the ordinary course of business and at arm’s length on normal commercial terms. Our facilities with DBS are under Corporate Banking and not Consumer Banking or Wealth Management. Mr Lim is not involved in the day-to-day business operations of ST Engineering. He only receives Director’s fees. Mr Lim recused himself from discussions and decisions involving DBS’s dealings with ST Engineering group companies. With the aforesaid, the NC determined that business relationships between ST Engineering group companies and DBS would not affect Mr Lim’s independence. The Board is of the view that the relationships set out above do not interfere with the exercise of Mr Lim’s independent business judgement in the best interests of ST Engineering and therefore, he is considered an independent Director. Sister of Ng Bee Bee (May) is an Executive Director (Corporate Banking) in United Overseas Bank (UOB) Singapore, but she is not overseeing the banking relationships of ST Engineering group companies with UOB. UOB is one of the many banks with which ST Engineering group companies have a banking relationship. All transactions between UOB and ST Engineering group companies are conducted in the ordinary course of business and based on normal commercial terms. The NC determined that her sister’s position in UOB would not have any conflict or affect Ms Ng’s independence. In the event of any engagement of UOB requiring the Board’s approval, Ms Ng will recuse herself from discussions on UOB’s dealings with ST Engineering group companies. The Board is of the view that the relationships set out above do not interfere with the exercise of Ms Ng’s independent business judgement in the best interests of ST Engineering and therefore, she is considered an independent Director. Quek See Tiat, who has served more than nine years on the Board, has been re-designated as non-independent non-executive Director on 1 July 2022 when he reached his nine-year tenure. Song Su-Min is a partner of Allen & Gledhill LLP (A&G). Ms Song does not hold 5% or more interest in A&G. The fees received by A&G for the services rendered to ST Engineering group companies were not material or significant in the context of A&G or ST Engineering group for the relevant period. Ms Song is not involved in legal services rendered by A&G to ST Engineering group companies and the selection and appointment of legal counsels for the provision of legal services to ST Engineering group companies. She is not involved in the day-today business operations of ST Engineering. She only receives Director’s fees. In the event of any engagement of A&G requiring the Board’s approval, Ms Song will recuse herself from discussions and decisions involving A&G’s dealings with ST Engineering group companies. With the aforesaid, the NC determined that business relationships between ST Engineering group companies and A&G would not affect Ms Song’s independence. The Board is of the view that the relationships set out above do not interfere with the exercise of Ms Song’s independent business judgement in the best interests of ST Engineering and therefore, she is considered an independent Director. CORPORATE OVERVIEW PERFORMANCE REVIEW SUSTAINABILITY FINANCIAL REPORT 85
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