CORPORATE GOVERNANCE REPORT 128 Annual Report 2025 Re-election of Directors Pursuant to the Company’s Constitution, Mr John d’Abo and Mr Pong Chen Yih will retire by rotation as Directors of the Company at the forthcoming AGM. The NC has recommended to the Board that Mr John d’Abo and Mr Pong Chen Yih, who are due to retire pursuant to the aforesaid provision, be re-elected at the forthcoming AGM. Mr John d’ Abo will, upon re-election as a Director, remain as Chairman and Executive Director of the Company, and a member of the AC and the RC. Further information on Mr John d’ Abo can be found on page 10 of the Annual Report. Mr Pong Chen Yih will, upon re-election as a Director, remain as the Lead Independent Non-Executive Director of the Company and as Chairman of the RC and NC and member of the AC. Further information on Mr Pong Chen Yih can be found on page 10 of the Annual Report. As the chairman and a member of the NC, Mr Pong Chen Yih has abstained from voting on any resolutions and making recommendation and/or participating in respect of matters in which he has an interest. Board Performance Principle 5 The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors. 5.1 Performance Criteria The Board has established processes including taking into consideration the attendance record at the meetings of the Board and the Board Committees for monitoring and evaluating the performance of the Board as a whole and effectiveness and contribution of individual directors to the Board and Board Committees of which they are members. At the same time, the processes also identify weaker areas where improvements can be made. The Board and individual Directors can direct more effort in those areas to achieve better performance of the Board and better effectiveness of individual Directors. The NC has been tasked to evaluate the Board’s performance covering areas that include, inter alia, size and composition of the Board, Board’s access to information, Board processes, strategic planning and accountability. The NC shall also review the overall performance of the Board in terms of its role and responsibilities and the conduct of its affairs as a whole. The review of the performance of the Board is conducted by the NC annually. The review of the performance of each Director is also conducted at least annually and when the individual Director is due for re-election.
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