CORPORATE GOVERNANCE REPORT When the need for a new Director is identified, potential candidates are identified from various sources including independent professional firm of consultants, internal references or recommendations made by Directors. The NC will ensure that female candidates are included for consideration. Nevertheless, Board appointments will be made based on merits, taking into account the attributes, contributions and the experiences the candidates can bring to enhance the Board’s effectiveness. The NC will assess a shortlist of candidates according to the type of expertise needed. The NC will also assess a candidate’s character, independence and experience to ensure that he/she has the requisite standard of competence to carry out his/her duties as a Director of a listed company. The NC will then make recommendations to the Board for approval. Succession Planning The NC is responsible for overseeing and reviewing the succession planning process for Board renewal, including that of the Chairman of the Board, having regard to achieving a balanced composition of skills, diversity, independence, knowledge and attributes required of an effective Board. The NC also oversees and reviews the succession planning process for the Group President & CEO and Key Management Executives. While reviewing the succession plans, the NC will take into consideration the Company’s strategy and objectives including the factors that affect the long-term success of the Company, the orderly replacement of Directors and Key Management Executives and contingency planning for preparedness against sudden and unforeseen changes. In relation to the Board, a formal process has been put in place for the Board renewal including the selection and appointment of new Directors. A skills matrix is used to assess and monitor the overall balance, diversity and quality of the Board, to shape succession plans, Board evaluation and the appointment and reappointment of Directors to ensure that the Board has an optimal composition that contributes to higher effectiveness and aligns to the Company’s strategy and objectives. Board and Board Committee appointments require the approval of the Board. The NC recognises the importance of succession planning for Group President & CEO and Key Management Executives. The Company has established a robust succession planning process which involves: • Reviewing the key proficiencies and qualities required for identified positions; • Identifying and developing internal and external candidates; • Ensuring that candidates possess the necessary proficiencies and qualities; • Catering for contingency succession needs; • Driving development and retention plans for potential candidates. Maximum Board Representation The NC reviews directorships of the Board and determines if a Director is able to and has been adequately carrying out his or her duties as a Director, taking into consideration the Director’s number of listed company board representations and/or other principal commitments, the results of the recent peer assessment of the Directors, and their actual conduct and involvement on the Board and/or Board Committees, including availability and attendance at the scheduled meetings and ad-hoc meetings. Based on the FY2024 individual Director assessment, all Directors were well prepared for the Board and Board Committee meetings and provided thoughtful and constructive feedback during meetings. 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. The Company’s 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. Given these measures, the Board is of the view that setting a maximum number of board representations for our Directors is not needed. While the Board does not have a maximum limit set, none of our Directors has more than three directorships in other listed companies. 84 ST ENGINEERING | ANNUAL REPORT 2024
RkJQdWJsaXNoZXIy ODIwNTc=