ST Engineering Sustainability Report 2020

CORPORATE OVERVI EW PERFORMANCE REVI EW SUSTAINABI L ITY CORPORATE GOVERNANCE F INANCIAL REPORT Role of Company Secretary The Company Secretary attends all Board meetings and ensures that board procedures are followed, as well as prepares minutes of Board proceedings. The Company Secretary facilitates communication between the Board, its Committees and management, and advises the Board on governance matters including their timely disclosure obligations. The Company Secretary also assists with the induction of new Directors and the co-ordination of training for Board members to keep the Board up-to-date on corporate governance matters. The appointment and removal of the Company Secretary is a matter for the Board as a whole to decide. Board Composition and Guidance (Principle 2) Board Composition and Diversity The Board comprises 11 Directors and an Alternate Director. COL Xu Youfeng is Alternate Director to LG Ong Su Kiat Melvyn. LG Ong, in his position as Chief of Defence Force, may be called away on duty at times and may not be able to attend all Board meetings. COL Xu is fully apprised of all Board matters, receives notices to attend Board meetings and Board papers, as well as Board resolutions by circulation. As Alternate Director, he is in a position to act on behalf of LG Ong in the latter’s absence. INDEPENDENT & NON-EXECUTIVE DIRECTORS NON-INDEPENDENT & NON-EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR/ GROUP PRESIDENT & CEO 7 3 1 The Board adopted a Board Diversity Policy in 2019. The Board, through the Nominating Committee (NC), reviews the size and composition of the Board taking into consideration the age, skill sets, knowledge, experience, background, gender, 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 current Board is sized to take into account the global scale of the Group’s businesses and its role in supporting Singapore’s defence technology eco system. The Board will continue to review its composition and size to facilitate effective decision-making. 9 Males 2 Females During the year, the Board welcomed the following new Director: Ng Bee Bee (May) was appointed as an independent and non-executive Director and member of the NC on 1 June 2020. She is the CEO and Executive Director of Pan-United Corporation Ltd. The Board consists of members with established track record in defence, business, finance, banking, technology, legal and management. Each non- executive Director brings to the Board an independent perspective based on his/her training and professional expertise to enable the Board to make balanced and well-considered decisions. Board Independence The Board has seven independent Directors who represent more than 60% of the Board and 10 non- executive Directors who represent more than 90% of the Board. The Code requires non-executive directors to make up a majority of the Board. The independence of each Director is determined upon appointment and reviewed annually by the NC. The NC has reviewed and affirmed that the independent Directors are Kwa Chong Seng, Lim Ah Doo, Lim Chin Hu, Lim Sim Seng, Ng Bee Bee (May), Quek See Tiat and Song Su-Min. Kwa Chong Seng, Lim Ah Doo, Lim Chin Hu, Quek See Tiat and Song Su-Min declared that each of them does not have any relationships with the substantial shareholder, no management relationship and no business relationship with the Company and its group of companies. 10 7 ANNUAL REPORT 2 02 0 /