The Board has considered and agreed not to set guidelines for a maximum directorship that a Director can hold. Annually, an incumbent Director is asked to affirm that he/she has adequate time to devote to his/her Board responsibilities. ST Engineering Board members are selected on the basis of their ability to contribute to the Board through their relevant skill sets, experience, calibre and willingness to devote time. In addition, each Director is required to provide an annual affirmation of commitment to his/ her Board responsibilities. With these considerations, the Board is of the view that setting a maximum number of board representations for our Directors is not needed. Re-election of Directors The NC is responsible for renewal and succession plans to ensure Board continuity. At each Annual General Meeting (AGM), onethird of the Directors with those longest in office since his/her last re-election have to retire pursuant to the Constitution. Effectively, this results in all Directors having to retire at least once every three years or even earlier, in compliance with Rule 720(5) of the SGX-ST Listing Manual. A retiring Director may submit himself/herself for re-election. Under this provision, Kwa Chong Seng, Vincent Chong Sy Feng, Lim Ah Doo and Lim Sim Seng will retire at the 2023 AGM. Except Kwa Chong Seng who has decided not to offer himself for re-election, the remaining retiring Directors, being eligible, have offered themselves for re-election. In accordance with Rule 720(6) of the SGX-ST Listing Manual, the information relating to the retiring Directors seeking re-election can be found on pages 21 to 23 of this Annual Report. Each of the retiring non-executive Directors has confirmed that he does not have any relationship with his fellow Directors nor with the Company and its substantial shareholders. The Board, acting on the recommendation of the NC and taking into consideration the composition and progressive renewal of the Board as well as each retiring Director’s competencies, contribution and performance (such as attendance, preparedness and participation), proposes that each of the retiring Directors be re-elected at the Company’s 2023 AGM. Each of the members of the NC and the Board recused himself from participating in his own review. Board Evaluation The NC has the responsibility of developing and overseeing the process and criteria for performance evaluation of the Board, each of its Board Committees and individual Directors and may engage an external facilitator to assist in the conduct and performance evaluation process. The NC will propose the objective performance criteria and process on how the Board’s performance may be evaluated for the Board’s approval before carrying out the evaluation. The NC is of the view that the engagement of an independent external consultant once every three years to conduct the Board evaluation process will provide the Board with an independent perspective of the Board’s performance, including benchmarking against peer boards and provide insights on best practices. An independent external consultant was last appointed to conduct the Board evaluation process for FY2021. For FY2022, the NC conducted an annual Board Evaluation internally to gauge the effectiveness of the Board and Board Committees as well as the individual Board member’s performance. The performance criteria were similar to that adopted in FY2021. The performance criteria for the Board and Board Committees included board composition, board independence, board processes, board performance, CEO development and succession planning, Director development and management, Board Committee effectiveness covering general evaluation of Committees, Committee self-evaluation and open questions for Directors to provide their feedback on board effectiveness. The performance criteria of individual Directors’ peer evaluation included contribution, knowledge and abilities, teaming, integrity, and overall performance to the Board and/or Board CORPORATE GOVERNANCE REPORT 88 ST ENGINEERING ANNUAL REPORT 2022
RkJQdWJsaXNoZXIy NjMyNDM=