CORPORATE GOVERNANCE REPORT 118 Annual Report 2025 Company Secretary The role of the Company Secretary, the appointment and removal of whom is a matter for the Board as a whole, is as follows: • Ensuring that Board procedures are observed and that the Company’s Constitution, relevant rules and regulations, including requirements of the Securities and Futures Act 2001, the Companies Act 1967 and the Listing Rules, are complied with; • Attending and preparing minutes for Board, Board Committees and general meetings; • Assisting to ensuring coordination and liaison between the Board, the Board Committees and Management, in its capacity as secretary to all other Board Committees; and • Assisting the Executive Chairman, the Chairperson of each Board Committee and Management in the development of the agenda for the various Board and Board Committee meetings. The Directors have separate and independent access to the Company Secretary. Independent Professional Advice Each Director has the right to seek independent legal and other professional advice, at the Company’s expense, concerning any aspect of the Group’s operations or undertakings in order to fulfil their duties and responsibilities as Directors. Board Composition and Guidance Principle 2 The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company. 2.1 Independent Directors The Board takes into account the existence of relationships or circumstances, including those identified by the Code, that are relevant in its determination as to whether a Director is independent. The NC has reviewed and confirmed the independence of the Independent Directors in accordance with the Code’s definition of an “independent director”, practice guidance as to the relationships, the existence of which would deem a Director not to be independent and under the applicable Listing Rules. The Independent Directors have also confirmed their independence in accordance with the Code and under the applicable Listing Rules. Mr Pong Chen Yih is a controlling shareholder and Director of Novus Corporate Finance Pte. Ltd. (“Novus Corporate Finance”), which was the Company’s continuing sponsor when it was listed on the Catalist board. After the Company’s transfer to the Mainboard of the SGX-ST, Novus Corporate Finance has been retained to provide advisory services to the Company for continuity and to upkeep disclosure standards. The Board and the NC (excluding Mr Pong Chen Yih) note that the total amount of fees paid to Novus Corporate Finance in relation to said advisory services did not exceed S$100,000 in FY2025. There is no Director who is deemed independent by the Board, notwithstanding the existence of a relationship as stated in the practice guidance to the Code that would otherwise deem him/her not to be independent.
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