CORPORATE GOVERNANCE REPORT 112 Annual Report 2025 The Board sees its role to: (a) Provide leadership guidance, set corporate strategic objectives and directions for Management, which should include appropriate focus on value creation, innovation and sustainability; (b) Set the appropriate tone-from-the-top and desired organisational culture, and to ensure proper accountability within the Company; (c) Ensure that the necessary resources are in place for the Company to meet its strategic objectives; (d) Establish and maintain a sound risk management framework to effectively monitor and control risks; (e) Constructively challenge Management and review its performance; (f) Instil an ethical corporate culture and ensure that the Company’s values, standards, policies and practices are consistent with the culture; and (g) Oversee the overall corporate governance of the Group and ensure transparency and accountability to key stakeholder groups. The Company’s Board of Directors Policy sets out the principles and general guidelines for the Directors, who should abide by the policy and any applicable law, legislation, the Listing Rules or the Companies Act. The policy covers aspects including Board composition and balance, Board diversity, tenure and number of directorships, Board member selection and orientation, and code of conduct for the avoidance of conflicts of interest and dealing in the shares of the Company. Conflicts of Interest Specifically, Directors facing conflicts of interest are to recuse themselves from discussions involving the issues of conflict. The Company has in place a policy whereby Directors should refrain from having any conflicts of interest with the Company to ensure that their duty to act in the best interest of the Company is not jeopardised. Where the director faces a conflict of interest, he or she should disclose this and recuse himself or herself from discussions and abstain from voting on resolutions regarding any contract, arrangement or any other transaction in which he or she has any personal material interest, directly or indirectly. For instance, if the Chairperson of the Board is a member of the Nominating Committee (“NC”), he or she may face a conflict of interest on discussions relating to the succession of the Chairperson and should thus recuse himself or herself from such discussions after providing his or her input to the NC on other matters. 1.2 Director Competencies All Directors have a good understanding of the Company’s business as well as their directorship duties (including their roles as executive, non-executive and independent directors). For future appointments, the Company will provide each newly appointed Director with a formal letter of appointment setting out the Director’s role, duties, obligations and responsibilities, and the expectations of their contribution to the Company. Directors are expected to develop their competencies to effectively discharge their duties and are provided with opportunities to develop and maintain their skills and knowledge at the Company’s expense.
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