Directors are from time to time furnished with detailed information concerning the Group to support their decision-making process. Prior to each Board meeting, members of the Board are each provided with the relevant documents and information necessary for them to comprehensively understand the issues to be deliberated upon and make informed decisions thereon. Such information includes budgets, forecasts, quarterly unaudited financial statements, related materials, facts, risk analysis, financial impact, expected outcomes, conclusions and recommendations. As a general rule, notices are sent to the Directors at least one week in advance of Board meetings, followed by the Board papers, in order for the Directors to be adequately prepared for the meetings. Provision 1.7 (Access to management, company secretary and advisers) The Board (whether individually or as a whole) has separate and independent access to the Management and the company secretary at all times, and may seek independent professional advice, if necessary, at the expense of the Company. The appointment and removal of the company secretary is subject to the approval of the Board. The company secretary and/or his or her representative is present at all Board and Board Committee meetings and ensures that all Board procedures are followed. Where the company secretary is unable to attend any Board meeting, he or she ensures that a suitable replacement is in attendance and that proper minutes of the same are taken and kept. 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. Provision 2.1 (“Independent” Director) The Board considers an “independent” Director to be 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 the Director’s independent business judgement in the best interests of the Company. Provision 2.2 (Independent directors make up a majority of the Board) Independent Directors make up a majority of the Board. The Board exercises independent judgement on corporate affairs and provides the Management with a diverse and objective perspective on issues. Provision 2.3 (Non-executive directors make up a majority of the Board) Non-executive Directors make up a majority of the Board. The non-executive Directors constructively challenge and assist in the development of business strategies and assist the Board in reviewing the performance of the Management in meeting goals and objectives and monitoring the reporting of performance. Provision 2.4 (Board size and diversity) As at the date of this Annual Report, the Board comprises the following members, all of whom have the appropriate core competencies and diversity of experience needed to enable them to effectively contribute to the Group. The profiles of the Directors are set out in the “Board of Directors” section of this Annual Report. The composition of the Board is reviewed on an annual basis by the NC to ensure that the Board has the appropriate mix of expertise, experience, balance, diversity and knowledge of the Company and collectively possesses the necessary core competencies for effective functioning and informed decision-making. The Board as a group comprises members with core competencies in accounting and finance, business and management experience, industry knowledge, strategic planning and customer-based experience and knowledge. All three non-executive Directors on the Board have experience in accounting, finance, management and business, and one has corporate finance experience and knowledge of the resources industry. The Board has examined its size and its Board Committees’ size and is of the view that, they are of an appropriate size, taking into account the scope and nature of the operations of the Company, the requirements of the business and the need to avoid undue disruptions from changes to the composition of the Board and the Board Committee. The Board and the Board Committees comprise Directors who as a group provide the appropriate balance and mix of skills, knowledge and experience so as to avoid groupthink and foster constructive debate for effective decision-making. There is no individual or small group of individuals who dominates the Board’s decision-making. The Company adopted a board diversity policy which recognises the importance of having an effective and diverse Board. The main objective of the policy is to have the appropriate balance of skills, experience, knowledge and other aspects of diversity (e.g. gender, age and nationality) on the Board so that the Board would be able to approach issues and devise strategies through a greater range of perspectives and critical analysis of alternative ideas as well CORPORATE GOVERNANCE Charles Antonny Melati Group Executive Chairman and Chief Executive Officer Dhamma Surya Executive Director David Yan Kin Pung Lead Independent Director Ali Hery Independent Director Tai Mern Tze Independent Director 26
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