Chairman and Chief Executive Officer (Principle 3) The Chairman and Group President & CEO roles and responsibilities are kept separate in order to maintain effective oversight. The recommendation in the Code for a lead independent Director is not applicable as the Chairman and the Group President & CEO are separate individuals and are not related. No individual or small group of individuals dominates the Board’s decision-making process. The Group President & CEO and Senior Management regularly consult with individual Board members and seek the advice of Board Committee members through meetings, telephone calls and emails. The Chairman is responsible for leading the Board and ensuring the effective functioning of the Board to act in the best interests of the Company and its shareholders. The Chairman facilitates the relationship between the Board, Group President & CEO and Management, engaging them in open dialogue over various matters including strategic issues, sustainability, safety, risks and business planning processes and promotes high standards of corporate governance. He ensures that discussions at the Board level are conducted objectively and professionally where all views are heard and key issues are debated in a fair and open manner. The Chairman also ensures that adequate time is provided for discussion of strategic issues and key concerns at Board meetings. He represents the views of the Board to the shareholders and ensures effective communication with shareholders and other stakeholders. Vincent Chong Sy Feng as an executive Director and Group President & CEO, is accountable to the Board for the conduct and performance of the Group. He collaborates closely with non-executive Directors for the long-term success of the Group. He has been delegated authority to make decisions within certain financial limits authorised by the Board. He is supported in his work by the Senior Management. Board Membership and Board Performance (Principle 4 and 5) The Board is supported by the following Board Committees: • Audit Committee • Executive Resource and Compensation Committee • Nominating Committee • Research, Innovation, Technology and Enterprise Committee • Risk and Sustainability Committee • Strategy and Finance Committee Nominating Committee Lim Chin Hu (Chairman) Philip Lee Sooi Chuen Ng Bee Bee (May) Teo Ming Kian Philip Lee Sooi Chuen was appointed as a member of the NC in June 2024. The NC comprises four members, all of whom, including the NC Chairman, are independent Directors. Under its terms of reference, the NC is responsible for reviewing the composition of the Board and identifying suitable candidates to the Board. In this process, the NC emphasises candidates who possess the requisite qualifications, skills and experience necessary to fulfill their roles as Directors effectively. Shortlisted candidates are recommended to the Board for approval. The NC is also responsible for assessing and determining the independence of non-executive Directors annually, ensuring compliance with governance requirements; conducting evaluations of the Board’s performance evaluation, facilitating continuous improvement in governance practices; reviewing succession planning for the Board and its committees, including the Chairman and the Group President & CEO, as well as Key Management Executives; and evaluating and recommending Director training and professional development programmes according to the needs of each Director. Selection and Appointment Process The NC conducts review of Board composition annually to plan for Board succession and future needs. The NC is also continually engaged in the Board renewal process of ST Engineering, having regard to the skills, experience and industry expertise needed for achieving a balanced Board composition to, among other things, oversee governance, safety, risks and sustainability within the Group’s businesses. NC MET IN 2024 3 TIMES 83 CORPORATE OVERVIEW PERFORMANCE REVIEW SUSTAINABILITY FINANCIAL REPORT
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