Details of the Board composition as at 28 February 2025 are as follows: Board Independence As at 28 February 2025, 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-ST Listing Manual requires one-third of the Board to comprise independent Directors. Our Board composition is in compliance with these requirements. We have not appointed a lead Independent Director as our Chairman is independent. The independence of each Director is determined upon appointment and reviewed annually by the NC, and as and when circumstances arise. This determination is made 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 Teo Ming Kian, Kevin Kwok Khien, Philip Lee Sooi Chuen, Lien Siaou-Sze, Lim Chin Hu, Neo Gim Huay, Ng Bee Bee (May) and Song Su-Min. The Board comprises majority independent Directors, including Board Chairman. Each member of the NC and the Board recused themselves from the deliberations on their own independence. Teo Ming Kian, Kevin Kwok Khien, Philip Lee Sooi Chuen, Lien Siaou-Sze, Lim Chin Hu, Neo Gim Huay, Ng Bee Bee (May) and Song Su-Min declared that each of them does not have any relationship 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 the Company. 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 the Company. Mr Teo remains as an independent Director. Neo Gim Huay held various Managing Director roles in Temasek International, a related corporation of the Company until December 2021. She has fulfilled the three-year moratorium INDEPENDENCE 2024 33% 67% Independent Non-Independent TENURE 17% 58% 25% 0-3 years Above 6 years 4-6 years 2024 GENDER 33% 67% Female Male 2024 AGE 17% 33% 33% 61 - 70 41 - 50 51 - 60 71 - 80 2024 17% 81 CORPORATE OVERVIEW PERFORMANCE REVIEW SUSTAINABILITY FINANCIAL REPORT
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