CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) II. BOARD COMPOSITION (Cont’d) A summary of key activities undertaken by the NRC during the financial year under review are as follows: i. Reviewed the size, structure, and composition of Board and Board Committees based on the required skill, knowledge, and diversity ii. Facilitated Board, Board Committees, and Directors’ assessment and reviewed the results iii. Facilitated Board discussion on key management’s annual appraisal results iv. Reviewed succession planning for Key Senior Management, taking into account challenges and opportunities faced by the Company, and the skills and expertise needed in the future v. Reviewed the Group Chief Executive Officer’s service contract and key performance indicators vi. Reviewed the training needs of Directors and independence of Independent Directors vii. Reviewed the fit and proper criteria of the retiring Directors, and recommended their re-election to the Board In February 2024, the Board through the NRC met to review and discuss the Directors performance and effectiveness of the Board, Board Committees and individual Directors for the FY 2023 taking into account the required mixed skills, experience and core competencies of the Board as well as the term of office and performance of each of its members. The evaluation process is conducted via a pre-set questionnaires approved by the Board. The main criteria to consider set out in the abovementioned sections are as follows:- z Skills and experience of individual directors. z Roles and responsibilities of the Board and individual directors. z Time commitment in deliberation and participation in the Board and Board Committee’s meetings. z Performance in addressing material sustainability risks and opportunities. Based on the annual assessment conducted, the NRC was satisfied with the existing Board composition and concluded that each Director has the requisite competence and capability to serve on the Board and had demonstrated their commitment to the Company in terms of time and participation during the year under review. In accordance with the Company’s Constitution, all Directors who are newly appointed by the Board shall retire from office but shall be eligible for re-election at the next Annual General Meeting (“AGM”) held following their appointments. The Constitution further provides that at least one-third (1/3) of the Board shall retire by rotation at each AGM at least once in every three (3) years but shall be eligible for re-election. Directors who are due for retirement and subject to re-election at the AGM will be assessed by the NRC, whose recommendations will be submitted to the Board for consideration, thereafter to be tabled to shareholders for approval at the AGM. The Board had also on 26 May 2022 adopted a Director’s Fit and Proper Policy which aimed to guide the NRC and the Board in their review and assessment of the candidates who are to be appointed to the Board as well as Directors who are seeking re-election, in accordance with Paragraph 15.01A of the MMLR. This Policy sets out the overarching criteria in assessing the candidates’ ability to fulfil their duties as Director as well as their integrity and independence of mind. Any candidate for new appointment as Director, and Directors who are due for retirement and subject to re-election at the AGM are required to declare their fit and proper criteria via a self-declaration form. The NRC will assess if such candidate has good standing based on the fit and proper criteria, before making recommendation to the Board for consideration or approval. At the forthcoming AGM, Matteo Stefanel, Sean S Hesh and Kung Lee See are retiring pursuant to Clause 76 of the Constitution of the Company. All retiring Directors have completed the Director’s Fit and Proper Declaration, and have offered themselves for re-election at the forthcoming AGM. The Board has indicated their support of the re-election of the aforesaid Directors, in the explanatory note to the agenda in the Notice of Thirtieth AGM of the Company. 51 ANNUAL REPORT 2023
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