CORPORATE GOVERNANCE REPORT Role of Company Secretary The Company Secretaries attend all Board meetings, ensuring that procedures are followed and preparing minutes of Board proceedings. They facilitate communication between the Board, its Committees and Management, while also advising the Board on governance matters including their disclosure obligations. The Company Secretaries also assist with the induction of new Directors and the coordination of training for Board members to keep the Board informed on corporate governance matters. The appointment and removal of the Company Secretaries are determined by the Board. Board Composition and Guidance (Principle 2) Board Composition and Diversity The Board maintains an appropriate level of independence and diversity of thought and background ensuring decisions are made in the best interests of the Company. As at 28 February 2025, the Board comprises 12 Directors and an Alternate Director. COL Chong Shi Hao is an Alternate Director to VADM Aaron Beng Yao Cheng to attend Board meetings in the event that VADM Aaron Beng Yao Cheng has to be away on duties in his position as Chief of Defence Force of Ministry of Defence. COL Chong is fully apprised of all Board matters, receives notices to attend Board meetings and Board papers, as well as Board resolutions by circulation. As an Alternate Director, he is in a position to act on behalf of VADM Aaron Beng in the latter’s absence. The Directors’ ages range from the forties to seventies and they have served on the Board for various tenures. The Board comprises members with established track records in defence and business leadership as well as expertise in energy, finance (including audit and accounting), investment banking, engineering and technology, law, business management, human resources, cybersecurity, sustainability and risk management domains. Each Director brings an independent perspective to the Board, drawing on their professional expertise to support the Board in making balanced and wellconsidered decisions. The Directors with their combined business, management and professional experience, knowledge and expertise, provide the core competencies to allow for diverse and objective perspectives on the Group’s businesses and directions. Having considered the scope and nature of the Group's operations, the Nominating Committee (NC) and the Board are satisfied that the current composition and size of the Board provide for diversity and allow for informed and constructive discussion and effective decision making at Board and Board Committee meetings. Since 2019, the Board has adopted a Board Diversity Policy to ensure an appropriate balance of perspectives, skills and experience on the Board. The Company recognises and embraces the benefits of diversity on the Board, and views diversity at the Board as an essential element in supporting the attainment of its strategic objectives and its sustainable development. The Board Diversity Policy has been revised to reflect the commitment to female representation on the NC as well as to ensure the inclusion and consideration of female candidates in the Board appointment selection process. The NC will consider candidates on merit against objective criteria and with due regard for diversity on the Board. The Board, through the NC, has robust processes in reviewing and assessing the size and composition of the Board as well as succession planning, taking into consideration the age, skill sets, knowledge, experience, background, gender, tenure, independence of Directors and other relevant factors. The Board also recognises that diversity is not limited merely to gender or any personal attributes and believes that having experienced Directors with an independent mindset is important for the Board to be effective. The Board has achieved its target of appointing at least one more female director by FY2024, bringing its total female representation on the Board to 33%. During the year, the Company appointed Neo Gim Huay and Lien Siaou-Sze in February and August respectively, alongside Philip Lee Sooi Chuen in June. Profiles of Neo Gim Huay, Philip Lee Sooi Chuen and Lien Siaou-Sze can be found at pages 12, 13 and 14 of the Annual Report. The Board, through the NC, is satisfied that the Company has a diverse Board composition in terms of age, gender, tenure, skill sets, expertise (domain and industry) and experience (domestic and global) which provide a variety of perspectives for effective governance, innovation and robust decision making. The Company will continue to uphold this diversity on the Board to support its strategic goals. 80 ST ENGINEERING | ANNUAL REPORT 2024
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