CORPORATE GOVERNANCE REPORT Rex International Holding Limited 119 Duration of Independent Directors’ Tenure Pursuant to Listing Rule 210(5)(d)(iv), a Director will not be independent if he/she has been a director of the Company for an aggregate period of more than nine years (whether before or after listing). Such director may continue to be considered independent until the conclusion of the next annual general meeting of the Company. None of the independent directors has served beyond nine years since the date of their appointment. 2.2 & 2.3 Proportion of Independent Non-Executive Directors In view that the Executive Chairman is part of the management team and is not an Independent Director, Provision 2.2 of the Code is met as Independent Directors make up more than half of the Board. In FY2025, a majority of three out of five directors on the Board are Independent Non-Executive Directors. Lead Independent Director The Company has a Lead Independent Director who plays an additional facilitative role within the Board, and where necessary, may also facilitate communication between the Board and shareholders or other stakeholders of the Company. Please refer to Provision 3.3 of this report for more information. 2.4 Board Diversity In FY2025, the Board comprised five directors: One Executive Chairman, one Non-Independent NonExecutive Director and three Independent Non-Executive Directors, who have the appropriate mix of core competencies and diversity of experience, to direct and lead the Company. There was a good balance between the Executive and Non-Executive Directors, with a strong and independent element on the Board. The composition of the Board will be reviewed on an annual basis by the NC to ensure that the Board has the appropriate mix of expertise and experience, and collectively possess the necessary core competencies for effective functioning and informed decision-making. The Board’s policy in identifying director nominees is primarily to have an appropriate mix of members with complementary skills, core competencies and experience for the Group, regardless of background, gender, age, ethnicity, diversity of experience or nationality. The previous five and current four Board members are of three different nationalities and the ages of the Board members range from 44 to 57 years. The Board is of the view that the board size in FY2025 was appropriate to effectively facilitate decision making in relation to the operations of the Group, taking into account the nature and scope of the Company’s operations. The Board believes that the Board members comprised persons whose diverse skills, knowledge, experience, gender, age and attributes provide for an appropriate balance for effective direction for the Group that would avoid groupthink and foster constructive debate. The NC is also of the view that the Board members comprised persons with a broad range of expertise and experience in diverse areas including accounting, finance, legal, business and management, technology, oil and gas, strategic planning and regional business experience. Each Director provided a valuable network of industry contacts and brought in different perspectives and ideas at Board discussions.
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