BOARD MATTERS

The Board’s Conduct of its Affairs

Principle 1: The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company.

Directors’ duties and responsibilities

All Directors objectively discharge their duties and responsibilities as fiduciaries and always take decisions in the best interests of the Group. The Board puts in place a code of conduct and ethics, sets the desired organisational culture and ensures proper accountability within the Group. The Board has clear policies and procedures for dealing with conflicts of interest. Where the Director faces a conflict of interest, he or she will recuse himself or herself from discussions and decisions involving the issues of conflict.

The Board is entrusted to lead and oversee the Company. In addition to its statutory duties, the Board supervises the management of the business and the affairs of the Company and the Group. Apart from its fiduciary duties and statutory responsibilities, it also focuses on formulating the strategic direction and policies of the Company and the Group, paying particular attention to the growth of the Group and its financial performance. It has delegated the formulation of business policies and day-to-day management to the Executive Directors.

The principal functions of the Board are to:

1. provide entrepreneurial leadership, set strategic objectives, and ensure that the necessary financial and human resources are in place for the company to meet its objectives;
2. establish a framework of prudent and effective controls which enables risks such as financial, operational, information technology and compliance to be assessed and managed, including safeguarding of shareholders’ interests and the company’s assets;
3. review management performance;
4. identify the key stakeholder groups and recognise that their perceptions affect the Company’s reputation;
5. set the Company’s values and standards (including ethical standards), and ensure that obligations to shareholders and other stakeholders are understood and met; and
6. consider sustainability issues, e.g. environmental and social factors, as part of its strategic formulation.

To assist the Board in fulfilling its responsibilities, Management will provide the Board with management reports containing complete, adequate and timely information prior to Board meetings and as and when the need arises. Papers containing relevant background or explanatory information required to support the decision-making process are prepared for each Board meeting and are normally circulated in advance of the meeting.

To assist in the efficient implementation and execution of its responsibilities, the Board has established an Audit Committee (“AC”), a Nominating Committee (“NC”) and a Remuneration Committee (“RC”). Specific responsibilities, which are outlined in the respective Terms of Reference, have been delegated to each of the committees. Each Board Committee will report to the Board and make its recommendations to the Board on matters under its purview. The Board accepts that while these Committees have the authority to examine particular issues and will report to the Board their decisions and recommendations, the ultimate responsibility for the final decision on all matters lies with the entire Board.

During FY2025, Directors are provided with briefings and updates on (i) the developments in financial reporting and governance standards; (ii) changes in the relevant laws and regulations pertaining to the Group’s business and changing commercial risks and business conditions of the Group by the Management during the Board Committee meetings; and (iii) changes to the Listing Manual of the SGX-ST by the Company Secretary, so as to enable them to make well-informed decisions and to properly discharge their duties as Board or Board Committee members.

Director Competencies

The NC ensures that only individuals of exceptional caliber, knowledge, and experience are recruited as Directors, capable of fulfilling their duties effectively. Newly appointed directors will be briefed on the Group’s business activities and governance practices and provided with information regarding their duties and obligations as Directors of the Company. A formal letter of appointment setting the Director’s duties and obligations will be provided to the new Directors upon their appointments.

For newly appointed Director who does not have prior experience as a director of a public listed company in Singapore, he or she will attend relevant training courses organised by the Singapore Institute of Directors as required under Rule 210(5)(a) of the Listing Manual and in accordance with Practice Note 2.3 prescribed by the SGX-ST. The Director are encourage to attend other courses relating to accounting, legal and industry-specific knowledge, where appropriate, organised by other training institutions, in connection with his or her duties, and such training will be funded by the Company.

Mr Pan Kit Kuan, an Independent Director, was appointed to the Board on 20 September 2024 and he had completed the Listed Entity Director Programme conducted by the Singapore Institute of Directors, within one year from his date of appointment.

Apart from Mr Pan Kit Kuan, there was no other new Director appointed during FY2025.

The Company has no Alternate Directors as at the date of this Annual Report.

Regular training, particularly on risk management, corporate governance and key changes in the relevant regulatory requirements and financial reporting standards, will be arranged and funded by the Company for all Directors, from time to time.

Board and Board Committees meeting

The Board meets at least twice a year to review and deliberate on the key activities and business strategies of the Group, including reviewing and approving acquisitions and financial performance, and to endorse the release of the interim and annual results. The Board is free to seek clarification and information from the Management on all matters within their purview. Ad hoc meetings are held as and when circumstances require, such as to address significant transactions or issues. Where physical meetings are not possible, timely communication with members of the Board and Board Committees can be achieved through electronic means and circulation of written resolutions for approval by the Board or relevant Board Committees. The Company’s Bye-Laws allow the Directors to participate in the Board meetings by means of teleconference, video-conferencing and visual equipment.

During FY2025 the number of meetings held by the Board and its committees, and the details of the attendances are as follows:

Notes: *- by invitation
N.A. – not applicable as the Director was not the committee member at the time of meeting

Key matters that are specifically reserved for the Board’s consideration and decision include, but are not limited to, corporate planning, material acquisitions and disposals of assets, corporate or financial restructuring, share issuances, formulation of any dividend policy or the change of such dividend policy, declaration of dividends and determining the remuneration policy for the Directors.

All Directors have separate and independent access to senior management and to the Company Secretary. The Company Secretary or his representatives administer, attend, and prepare minutes of the Board meetings, and assist the Chairman in ensuring that the Board procedures are followed and reviewed so that the Board functions effectively. The Company Secretary or his representatives also advise the Board on governance matters, and assist the Board on compliance with the Company’s Bye-Laws and relevant rules and regulations, including requirements of the Listing Manual of the SGX-ST.

The appointment and the removal of the Company Secretary is a matter for consideration for the Board as a whole.

The Board, in the furtherance of their duties, may either individually or as a group, take independent professional advice at the expense of the Company.

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.

Board Composition

As at FY2025 the Board is comprised of two (2) Executive Directors and three (3) Independent Directors.

Provision 2.2 of the Code recommends that Independent Directors to make up a majority of the Board where the Chairman is not independent. In the case of the Company, the Chairman is not independent as he is an Executive Director. The Company complies with Provision 2.2. of the Code as a majority of the Board members are Independent Directors. Both the AC and RC are composed entirely of Independent Directors, while the NC comprises a majority of Independent Directors. There are sufficient safeguards and checks to ensure that the process of decision-making by the Board is independent and based on collective decisions without any individual or small group of individuals exercising any considerable concentration of power or influence.

Provision 2.3 of the Code recommends that Non-Executive Directors should form a majority of the Board. The Company complies with Provision 2.3 of the Code as the Non-Executive Directors, who are also Independent Directors, chair the Board committees, are independent and provide appropriate levels of independence and diversity of thought and background and make decisions in the best interests of the Company. The Board has always engaged in robust discussions on important issues and consistently reached consensus without relying on majority votes or allowing any individual or small group of individuals to dominate the Board’s decision-making process.

A brief profile of each Director is presented in the profile of Board of Directors section of this Annual Report and their shareholdings in the Company and its subsidiaries as of 31 March 2025 are disclosed in the Directors’ Statement of the Audited Financial Statements for the FY2025.

Director Independence

In determining the independence of the Independent Directors, the Board takes into account the existence of relationships or circumstances, including those identified by the Code and the Listing Manual of the SGX-ST 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 and the Listing Manual of the SGX-ST.

The Board assesses the independence of each Director in accordance with the guidance provided in Code as well as Rule 210(5)(d) of the Listing Rules. An Independent Director is one who is independent in conduct, character and judgement and has no relationship with the Company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of his independent business judgement in the best interests of the Company.

On an annual basis, each Independent Director is required to complete a “Confirmation of Independence” form to confirm his independence. The said form was drawn up based on the definitions and guidelines set forth in the Code. The Directors are required to disclose to the Board any such relationship as and when it arises and the Board will state the reasons if it determines that a director is independent notwithstanding the existence of a relationship or circumstances which may appear relevant to the Board’s determination.

The NC will also examine the different relationships identified by Code that might impair each Independent Director’s independence and objectivity and conclude that all the Independent Directors are able to exercise independent business judgement in the best interests of the Company and its shareholders.

The Independent Directors have confirmed their independence in accordance with the Code and Rule 210(5)(d) of the Listing Rules.

As at the date of this Report, the NC has reviewed the independence status of the Independent Directors namely Mr Stephen Ho ChiMing, Professor Chee Yeow Meng and Mr Pan Kit Kuan. These Directors have consistently demonstrated strong independence in character and judgement in discharging their duties and responsibilities, engaging in rigorous debate and contribute actively by sharing their views. Theydo not have any relationships with the other Directors, the Company, its related corporations, the substantial shareholders and officers of the Company. The NC is satisfied that the said Directors are independent in accordance with the Provision 2.1 of the Code and Rule 210(5)(d) of the Listing Rules.

The Independent Directors will meet up when necessary to discuss concerns or matters such as the effectiveness of management, without the presence of Management. During FY2025, the Independent Directors met once in the absence of key management personnel.

As of FY2025 and the date of this Report, none of the Independent Directors have served on the Board for more than nine years.

Board Diversity Policy

The Company recognises the importance and benefits of diversity in all ways, including gender, age, background and other distinguishing factors or qualities.

The Independent Directors have confirmed their independence in accordance with the Code and Rule 210(5)(d) of the Listing Rules.

The Company has in place a Board Diversity Policy (the “policy”) that addresses diversity in terms of experience, skills, gender, age, tenure, and qualities, as well as any other relevant aspects of diversity. The Policy also sets out the approach which the Company takes towards diversity on its Board. The Company believes in diversity and values the benefits diversity can bring to the Board in its deliberations and the Board’s effectiveness – in particular, it believes that a balance and mix of skills, experiences and individual attributes of Board members which shape the composition and promote the effectiveness of the Board as a whole and that of the Board committees, will support the Company’s achievement of strategic objectives and long-term sustainable development and success.

The Board observes and applies the Policy to ensure that the Board has an appropriate level of diversity of thought and background in its composition to enable it to make decisions in the best interests of the Company. While it is important to promote boardroom diversity in terms of gender, ethnicity and age, the Board believes that the normal selection criteria based on independence, skills, knowledge and experience should remain a priority.

The Board currently consists of Directors with diverse skills, knowledge, expertise and experience as detailed in the “Board of Directors” sections of this Annual Report. Even though the Board currently has no female representation on the Board, the Board believe that diversity is not merely limited to gender or any other personal attributes. The benefits of Board diversity are harnessed when the directors adopt an independent mindset when carrying out their responsibilities. To leverage diverse perspectives, the Board strives to cultivate an inclusive environment where all directors can speak and participate in decision making. Each director is appointed based on his calibre, experience and stature and is expected to bring a valuable range of experience and expertise to contribute to the development of the Group’s strategies and the performance of its business. Having said so, the Board endeavors to achieve one (1) female representative on the board with the right skill sets, experience and/or industry knowledge, while maintaining an appropriate mix of Board members. The Company will leverage the Directors’ professional contacts and social networks, and if necessary, engage external search firms, to identify suitable candidates when the need arises.

The NC, having conducted its reviews, was satisfied that the current Board members consist of a group with diverse professional expertise and possess the relevant core competencies in areas such as accounting, banking and finance, strategic planning, investment, business management and administration, engineering technology and economics, industry knowledge or experience. In particular, the Executive Directors of the Company possess strong industry knowledge while the Independent Directors, who are professionals in their respective fields, provide a broader perspective on the Group’s activities, contribute valuable experiences, and offer independent judgment during Board deliberations. The Board, taking into account the view of the NC, believes that the current composition of the Board and Board Committees reflects a balanced mix of skills, experiences and individual attributes. This composition enhances the effectiveness of both the Board and its committees. The Board considers its current size appropriate to lead and govern the Company effectively, given the scope and nature of its operations. The Board met its objectives in ensuring diverse skills and experience given that the existing Board members comprise of Directors with a mix of expertise and knowledge and diverse background.

The Board does not propose setting specific diversity targets or concrete timelines for achieving board diversity targets. Instead, the Company takes the approach that maintaining a satisfactory level of diversity is an ongoing process which may need to be updated as the business of the Group develops. The NC will review the Policy as and when appropriate to ensure its effectiveness and will discuss any revisions that may be required and recommend such revisions to the Board for consideration and approval.

Chairman and Chief Executive Officer (“CEO”)

Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.

Mr Lee Wan Lik (“Mr Lee”) is the Group’s Executive Chairman and Mr Michael Yap Kiam Siew (“Mr Yap”) is the CEO of the Company. Mr Lee and Mr Yap are not related to each other. There is a clear division of responsibilities between the Executive Chairman and the CEO to ensure that there is an appropriate balance of power, accountability and sufficient capacity of the Board for independent decision-making. Mr Lee being the Executive Chairman, is responsible for the workings of the Board, ensuring the integrity and effectiveness of its governance process. He leads the Board discussion and ensures that Board meetings are convened when necessary and sets the meeting agenda in consultation with the CEO. The Executive Chairman, with the assistance of the CEO, Group Financial Controller and Company Secretary, ensures that Board members are provided with adequate and timely information.

Mr Yap, the CEO is responsible for the business and operational decisions of the Group. He is assisted by the Executive Director and a group of Executive Officers in carrying out his executive duties and responsibility in the operation and businesses of the Group.

The Board is satisfied that there is sufficient transparency and accountability in view of the distinction of responsibilities.

Mr Stephen Ho ChiMing is the Lead Independent Director (“Lead ID”) of the Company. Mr Stephen Ho ChiMing is available to shareholders that have concerns where contact through the normal channels of the Chairman, CEO or Group Financial Controller failed to resolve or where such contact is inappropriate. He will also facilitate periodic meetings with the other Independent Directors in board matters, when necessary, and provides feedback to the Executive Chairman after such meeting.

His other specific roles as Lead ID are as follows:

1. act as liaison between the Independent Directors and the Executive Chairman and CEO and lead the Independent Directors to provide non-executive perspectives in circumstances where it would be inappropriate for the Executive Chairman to serve in such capacity and to contribute a balanced viewpoint to the Board;
2. advise the Executive Chairman of the Board as to the quality, quantity and timeliness of the information submitted by Management that is necessary or appropriate for the Independent Directors to effectively and responsibly perform their duties; and
3. assist the Board and Company officers in better ensuring compliance with and implementation of corporate governance.

Board Membership

Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board.

NC composition and role

The Board has established the NC who has been tasked with the authority and responsibility to devise an appropriate process to review and evaluate the performance of the Board as a whole and each of the Board Committees.

As at the date of this Annual Report, the members of the Nominating Committee (“NC”) are as follows:

• Mr Pan Kit Kuan – Chairman
• Mr Stephen Ho ChiMing – Member
• Mr Lee Wan Lik – Member

Majority of the members of the NC including its chairman are independent. The NC is guided by the key terms of reference as follows:

1. to review the structure, size and composition of the Board and the Board committees;
2. to review the succession plans for the Chairman, CEO and key management personnel of the Company;
3. to evaluate the performance of the Board,the Board Committees and of each individual;
4. to review training and professional development programs for the Board; and
5. to make recommendations to the Board on the appointment and re-appointment of directors (including alternate directors, if applicable) including making recommendations on the composition of the Board and the balance between Executive and Non-Executive Directors appointed to the Board;
6. to review and assess the independence of each Director; and
7. deciding whether a Director is able to and has been adequately carrying out his duties as a Director of the Company, particularly when he has multiple board representations and/or a conflict of interest.

Selection, Appointment and Re-appointment Process

Subject to the Board’s approval, the NC will also decide on how the Board’s performance is to be evaluated and propose objective performance criteria which are dependent on how the Board has enhanced long-term shareholder value. Appointments to the Board are made on merit and against objective performance criteria.

To help build a culture of performance and stewardship amongst its Board members, the Group ensures that all the Directors step down and offer themselves for re-election at regular intervals of at least once every three (3) years. The Company’s Bye-Laws provide that at least one-third of the directors for the time being (or if their number is not three or a multiple of three, then the number nearest to but not less than one third) shall retire from office by rotation.

For the forthcoming Annual General Meeting (“2025 AGM”), the Directors who are subject to retirement by rotation and eligible for re-election are Mr Lee Wan Lik, Mr Stephen Ho ChiMing and Mr Pan Kit Kuan.

All the three Directors have consented to stand for re-election and the NC has recommended that they be nominated for reelection at the 2025 AGM. In making the recommendation, the NC had considered their overall contributions and performance and competencies in fulfilling his responsibility as Director to the Board. The Board has accepted the NC’s recommendation. Please refer to the Notice of AGM for the resolutions put forth in relation to the re- elections and details of the retiring Directors including the information required under Rule 720(6) of the Listing Manual, as disclosed in the section on Disclosure of Information on Director’s Seeking Re-election in this corporate governance report.

In the selection and nomination for new directors, the NC identifies the key attributes that required of an incoming director, taking into account the existing Board composition, the requirements of the Group and the salient factors outlined in the Board Diversity Policy. After endorsement of these key attributes by the Board, the NC taps on the personal networks of the Directors to source potential candidates. The potential candidates will go through a short-listing process. Interviews are then arranged with the shortlisted candidates, to enable the NC to assess their suitability before a decision is made.

A newly appointed Director will have to submit himself for retirement and election at an AGM immediately following his appointment and thereafter, be subjected to retirement by rotation.

Each member of the NC has abstained from voting on any resolution with respect to the assessment of his own performance for re-nomination as Director.

Multiple Directorships

The Board has set the maximum number of 10 listed company board representations that any Director of the Company may hold at any one time. All Directors have complied with this requirement. A Director holding multiple board representations is expected to ensure that sufficient time and attention is given to the affairs of the Company. The NC is of the view that the number of directorships a Director can hold and his principal commitments should not be prescriptive as the time commitment for each board membership varies.

The NC, having considered the confirmations received from the Independent Directors, is of the view that their other board representations and principal commitments of the Independent Directors do not hinder them from carrying out their duties to the Company. The NC is satisfied that sufficient time and attention have been accorded by these Independent Directors to the affairs of the Company. The Board concurred with the NC’s views.

Please refer to the Profile of Board of Directors as set out on page 8 and 9 of the Annual Report for key information on the Directors.

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.

The NC assess the effectiveness of the Board and its board committees as a whole.

The NC, in considering the re-appointment of a Director, will evaluate the performance of the Director’s contributions such as his attendance record at meetings of the Board and Board committees, active participation during these meetings and the quality of his contributions. The NC has initiated the assessment of the effectiveness of the Board as a whole on an annual basis. The evaluation of the Board’s performance is conducted through questionnaires, with the findings subsequently collated, analysed and discussed. The results of the Board’s performance assessment are reviewed and circulated to the Board for consideration. Recommendations to further enhance the effectiveness of the Board are implemented as appropriate.

The Board has allocated budgets for Directors to attend training and will make recommendations to the Board on the training and professional development programmes for the Board members.

REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.

RC composition and role

The RC is established for the purposes of ensuring that there is a formal and transparent process for fixing the remuneration packages of individual Directors and key executives and makes recommendations to the Board on all remuneration matters.

As at the date of this Annual Report, the members of the RC are as follows:

• Professor Chee Yeow Meng– Chairman
• Mr Stephen Ho ChiMing –Member
• Mr Pan Kit Kuan – Member

All the RC members including its chairman are Independent Directors. The RC has a formal set of terms of reference approved by the Board. A summary of the RC’s key responsibilities includes:

1. review and recommending to the Board a remuneration policy framework and guidelines for remuneration of the Directors and key management personnel;
2. periodic review and recommending to the Board the specific remuneration packages for each individual Director and Key Management Personnel to maintain attractiveness, retain and motivate Directors and Key Management Personnel to manage the Company with the alignment of the level and structure of remuneration with the long-term interest and risk policies of the Company;
3. considering all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards, and benefits-in-kind; and
4. reviewing the Company’s obligations arising in the event of termination of the Executive Directors’ and Key Management Personnel’s contracts of services to ensure that such contracts contain fair and reasonable termination clauses which are not overly generous, with a view to being fair and avoiding the reward of poor performance.

The RC may seek external expert advice on executive compensation matters as and when required. Such expenses are to be borne by the Company.

The Board has not engaged any external remuneration consultant to advise on the remuneration matters in FY2025.

Recommendations of the RC are submitted to the Board for endorsement. None of the RC members or Directors are involved in deliberations in respect of any remuneration, compensation or any form of benefit to be granted to him or someone related to him. Each member of the RC will abstain from voting on any resolution in respect of his own remuneration package.