Re-election of Directors At each Annual General Meeting (AGM), one-third 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, Teo Ming Kian, Kevin Kwok Khien, Song Su-Min and Tan Peng Yam will retire at the 2025 AGM. The newly appointed Directors, Philip Lee Sooi Chuen and Lien Siaou-Sze, who will hold office until the forthcoming AGM of the Company, will also be subject to re-election at the 2025 AGM. The retiring Directors, being eligible, have offered themselves for re-election. The information relating to the retiring Directors seeking re-election can be found on pages 17 to 18 of this Annual Report. Each of the retiring non-executive Directors has confirmed that he/ she does not have any relationship with his/her 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 2025 AGM. Each of the members of the NC and the Board recused himself/herself from participating in his/her own review. Board Evaluation The NC has the responsibility of developing and overseeing the process and criteria for the annual 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 structured evaluation process for the Board’s approval prior to conducting the assessment. 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. Aon Solutions Singapore Pte. Ltd. (Aon), an independent external consultant was appointed to conduct the Board evaluation for FY2024. The performance criteria for the Board and Board Committees included Board composition, information management, board processes, environment, social and governance, managing company’s performance, human capital management, Director development and management, risk management, Committee self-evaluation and open questions for Directors to provide their feedback. The performance criteria for an individual Director’s peer evaluation included contribution, knowledge and abilities, teaming, integrity and overall performance to the Board and/or Board Committee(s). The Director’s evaluation of individual Director’s performance aims to assess whether a Director is willing and able to constructively challenge and contribute effectively to the Board and demonstrate commitment to his/her roles on the Board. The evaluation was conducted by requiring each Director to complete a questionnaire on the performance of the Board and Board Committees and Directors’ peer evaluation. A report on Board and Committees evaluation and the Directors’ feedback was reviewed by the NC and shared with the Board, in consultation with the NC. The report indicated that the Board and Board Committees continue to function effectively. The Board also took onboard the recommendations and feedback in the report on areas for improvement. In respect of the individual Director’s performance, the NC Chairman and Board Chairman will act on the results of the evaluation and arrange for a one-to-one feedback session with the Director, where necessary. The assessment of the Group President & CEO’s performance is undertaken by the Chairman of the Board together with the members of the NC and ERCC and the results are reviewed by the Board. 85 CORPORATE OVERVIEW PERFORMANCE REVIEW SUSTAINABILITY FINANCIAL REPORT
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