GOVERNANCE → Corporate Governance Report things, oversee governance, risks and sustainability within the Group’s business. When the need for a new director is identified, potential candidates are identified from various sources including internal references or recommendations made by Directors. The NC will assess a shortlist 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 as well as to enhance the Board’s effectiveness. The NC is tasked to oversee and review the succession planning process for board renewal including that of the Chairman of the Board, having regard to achieving a balance of skills, diversity, independence, knowledge and attributes required of an effective Board. The NC also oversees and reviews the succession planning for the Group President & CEO and key senior management. Board Evaluation The NC conducted an annual Board Evaluation to gauge the effectiveness of the Board and Board Committees as well as the individual Board member’s performance. With effect from FY2021, the Company engages an independent external consultant once every three years to facilitate the Board evaluation process and provide the Board with an independent perspective of the Board’s performance, including benchmarking against peer boards and best practices. In FY2021, Aon Solutions Singapore Pte. Ltd. (Aon), an independent external consultant was appointed to facilitate the Board evaluation process. The performance criteria includes Board composition, information management, Board processes, ESG, Board strategies and priorities, managing Company’s performance, CEO Development and succession planning, Director development and management, risk management, Board Committee effectiveness covering general evaluation of Committees, Committee self evaluation, overall perception and Directors’ peer evaluation on individual Director’s performance. The evaluation was conducted by way of questionnaire via online platform. A report on Board and Committee evaluation (including benchmarking against general market and recommendation) was shared with the NC and the Board. The Board took on board the recommendations and feedback in the report on areas for improvement. In respect of the Individual Director’s performance, the NC and Board Chairmen acted on the results of the evaluation and arrange for one-to-one feedback session with the director, where necessary. Maximum Board Representation The NC reviews directorships of the Board and determine 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 other principal commitments. The NC noted the list of other directorships held by our Directors, taking into consideration their principal commitments. The NC and the Board are satisfied that each of the Directors is able to devote time to carry out his/her duties as Director in the Company. 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. ST Engineering 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. With these considerations, the Board is of the view that setting a maximum number of board representations for our Directors is not needed. Re-election of Directors The NC is also responsible for renewal and succession plans to ensure Board continuity. 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. 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, Lim Chin Hu, Quek See Tiat and Song SuMin will retire at the 2022 AGM. Kevin Kwok Khien, Tan Peng Yam and Teo Ming Kian who are newly appointed during FY2021, will hold office until the forthcoming AGM of the Company. The retiring Directors, being eligible, have offered themselves for re-election. In accordance with Rule 720(6) of the SGX-ST Listing Manual, the information relating to the retiring Directors seeking re-election is found on pages 25 to 27 of this Annual Report. Each of the retiring non-executive Directors has confirmed that he/she does not have any relationship with his fellow Directors nor with the Company and its substantial shareholders. The Board, acting on the recommendation of the NC, proposes that each of the retiring Directors be re-elected at the Company’s 2022 AGM. CORPORATE GOVERNANCE REPORT 102 ST ENGINEERING ANNUAL REPORT 2021 61 ST ENGINEERING SUSTAINABILITY REPORT 2021 OVERVIEW OUR SUSTAINABILITY APPROACH ENVIRONMENTAL SOCIAL GOVERNANCE AWARDS INDEX
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