CORPORATE GOVERNANCE REPORT 122 Annual Report 2025 The Lead Independent Director also makes himself available at all times when shareholders have concerns and for which contact through the normal channels of communication with the Executive Chairman or Management have failed to resolve or are inappropriate. Submissions can be made to the Lead Independent Director at independent.director@rexih.com and will be treated with strictest confidentiality. The Lead Independent Director makes himself available to shareholders at the Company’s general meetings. Independent Director Meetings in Absence of Other Directors To facilitate well-balanced viewpoints on the Board, the Lead Independent Director will, where necessary, chair meetings with the Independent Directors without the involvement of other Directors, and the Lead Independent Director will provide feedback to the Executive Chairman after such meetings. Board Membership Principle 4 The Board has a formal and transparent process for the appointment and re-appointment of Directors to the Board, taking into account the need for progressive renewal of the Board. 4.1 Nominating Committee The NC is guided by key terms of reference as follows and makes recommendations to the Board on relevant matters relating to: (a) The review of succession plans for the Company’s Directors, in particular, the appointment and/or replacement of the Executive Chairman, the CEO and key management personnel; (b) The process and criteria for evaluation of the performance of the Board, its Board Committees and Directors; (c) The review of training and professional development programmes for the Board and its Directors; (d) The appointment and re-appointment of Directors (including alternate Directors, if any), in accordance with the Constitution, having regard to the Director’s contribution and performance (for example, attendance, preparedness, participation and candour) including, if applicable, as an Independent Non-Executive Director. All Directors shall be required to submit themselves for re-nomination and re-election at regular intervals and at least once every three years; (e) Reviewing and approving any new employment of related persons and their proposed terms of employment; (f) Determining annually, and as and when circumstances require, whether or not a Director is independent; (g) Reviewing and deciding whether or not a Director who has multiple board representations on various companies is able to and has been adequately carrying out his/her duties as Director, having regard to the competing time commitments that are faced when serving on multiple boards and discharging his/her duties towards other principal commitments; (h) Deciding whether or not a Director of the Company is able to and has been adequately carrying out his/her duties as a Director; and (i) Developing a process for evaluation of the performance of the Board, the Board Committees and Directors and proposing objective performance criteria, as approved by the Board that allows comparison with its industry peers, and addresses how the Board has enhanced long-term shareholders’ value.
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