GOVERNANCE → Corporate Governance Report The Board, taking into account the views of the NC, affirmed that the independent Directors are Kwa Chong Seng, Kevin Kwok Khien, Lim Ah Doo, Lim Chin Hu, Lim Sim Seng, Ng Bee Bee (May), Quek See Tiat, Song Su-Min and Teo Ming Kian. Each of the members of the NC and the Board recused himself/herself from the deliberations on his/her independence. Kwa Chong Seng, Kevin Kwok Khien, Lim Ah Doo, Lim Chin Hu, Lim Sim Seng , Quek See Tiat, Song Su-Min and Teo Ming Kian 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, that could interfere, or be reasonably perceived to interfere, with the exercise of their independent business judgement in the best interests of ST Engineering. Kwa Chong Seng attained his nine years of service on the Company’s board on 1 September 2021. The NC has reviewed and affirmed that he is an independent Director. The Company sought and obtained Shareholders’ approval at its AGM held in April 2021 by way of a twotier vote pursuant to Rule 210 (5)(d)(iii) of the SGX-ST Listing Manual, for Kwa Chong Seng to continue to be considered as independent Director with effect from 1 September 2021 and the approval for Mr Kwa to be independent Director will remain in force until the earlier of the retirement or resignation of Mr Kwa or the conclusion of the third AGM following the passing of the resolution. The Board had confirmed its previous determination that Mr Kwa remains objective and independent in Board and Board Committee deliberations. He constructively challenges Management during Board and various Board Committee meetings on which he serves and his extensive experience enables him to provide wise counsel and guidance to facilitate sound decision- making. Mr Kwa’s length of service on the Board neither interferes with his exercise of independent judgment nor hinders his ability to act in the best interests of the Company. On this basis, the Board is of the view that Mr Kwa will be able to continue to discharge his duties independently with integrity and competency. Lim Sim Seng is the Group Head of Consumer Banking Group and Wealth Management of DBS Bank (DBS). DBS is one of the many Banks which ST Engineering group companies has a banking relationship with. All transactions between DBS and ST Engineering group companies are conducted in the ordinary course of business and at arm’s length on normal commercial terms. Our facilities with DBS are under Corporate Banking and not Consumer Banking or Wealth Management. Mr Lim is not involved in the day-to-day business operations of ST Engineering. He only receives Director’s fees. Mr Lim recused himself from discussions and decisions involving DBS’s dealings with ST Engineering group companies. With the aforesaid, the NC determined that business relationships between ST Engineering group companies and DBS would not affect Mr Lim’s independence. The Board is of the view that the relationships set out above do not interfere with the exercise of Mr Lim’s independent business judgement in the best interests of ST Engineering and therefore, he is considered independent Director. Sister of Ng Bee Bee (May) is an Executive Director (Corporate Banking) in United Overseas Bank (UOB) Singapore, but she is not overseeing the banking relationship of ST Engineering group companies with UOB. UOB is one of the many banks with which ST Engineering group companies have a banking relationship. All transactions between UOB and ST Engineering group companies are conducted in the ordinary course of business and based on normal commercial terms. The NC determined that her sister’s position in UOB would not have any conflict or affect Ms Ng’s independence. In the event of any engagement of UOB requiring the Board’s approval, Ms Ng will recuse herself from discussions on UOB’s dealings with ST Engineering group companies. The Board is of the view that the relationships set out above do not interfere with the exercise of Ms Ng’s independent business judgement in the best interests of ST Engineering and therefore, she is considered independent Director. Teo Ming Kian is a non-executive director of Temasek Holdings (Private) Limited (Temasek), which is a substantial shareholder of the Company. Mr Teo is not a nominee of Temasek on the Board of ST Engineering. His role on the Temasek board is non-executive in nature and he is not involved in the day-to-day conduct of the business of Temasek. Mr Teo is also not directly associated with Temasek in that he is 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 does not generate any issue that may affect his independence as a Director of ST Engineering. The NC 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 is of the view that the relationships set out above do not interfere with the exercise of Mr Teo’s independent business CORPORATE GOVERNANCE REPORT 100 ST ENGINEERING ANNUAL REPORT 2021 59 ST ENGINEERING SUSTAINABILITY REPORT 2021 OVERVIEW OUR SUSTAINABILITY APPROACH ENVIRONMENTAL SOCIAL GOVERNANCE AWARDS INDEX
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