Geo Energy 13 The Board comprises of three committees who are in charge of the execution of its responsibilities and decision-making. The Committees and their respective responsibilities include the following: • Audit and Risk Committee (ARC): Holds responsibility in reviewing the top risks, including climate-related risks identified by the ERM Working Group. The ARC also reviews and approves the adequacy and effectiveness of Geo Energy’s risk management and internal controls on key risks, including climate risks. • Nominating Committee (NC): Works together with the Board in the process for the selection, appointment and reappointment of directors. The NC reviews and selects candidates with relevant expertise, experience, and who display an awareness on the key climate issues impacting the coal industry and Geo Energy’s operations. • Remuneration Committee (RC): Reviews and recommends the Board and key management personnel’s remuneration framework to ensure that rewards are linked to corporate and individual performance. The Board is represented by six1 directors2, four of whom are independent directors. The composition of the Board is listed below: • Mr Charles Antonny Melati (Executive Chairman and CEO) • Mr Dhamma Surya (Executive Director) • Mr Lu King Seng3 (Lead Independent Director) • Mr Ali Hery (Independent Director), appointed on 1 June 2023 • Mr David Yan Kin Pung (Independent Director), appointed on 15 November 2023 • Mr Lee Chee Tak (Independent Director), appointed on 15 November 2023 ERM Working Group The ERM Working Group, consisting of the CEO, CFO and various heads of department, identifies sustainability and climate-related risks and opportunities across operations, enabling the Group to create and deliver tailored solutions to meet its objectives. An annual risk workshop was conducted by the Company’s ERM consultant, PricewaterhouseCoopers Risk Services (PwC) to facilitate management’s identification of strategic, financial, operational, information technology and regulatory/compliance risks that are likely to pose a barrier to the achievement of the Company’s strategic business objectives. The results of the risk workshop provided management with a more systematic approach to understand the major risks and that sufficient rigour has been applied to manage and mitigate these risks, including climate risks. The Risk Owners are responsible to monitor and manage these risks. The top risks and the full list of risks identified will be presented to the Audit and Risk Committee (ARC) and Board for review and approval. Nomination process for Board of Directors [GRI 2-10] Our Nominating Committee (NC) works closely with the Board during the process for the selection, appointment and reappointment of Directors. Executive recruitment services, recommendations and contacts are utilised to identify qualified and experienced candidates. The NC reviews the résumé of candidates, considers their skills, knowledge and experience, interviews shortlisted candidates, and recommends the most suitable individuals to the Board for approval. Given also the importance we place on sustainability, candidates must also display an awareness of key ESG issues impacting the coal industry and Geo Energy’s operations. Board appointments are made through a Board resolution. 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 Group 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 customerbased experience and knowledge. 1 This excludes our former independent directors Mr Soh Chun Bin (retired on 28 April 2023), Mr Ong Beng Chye (retired on 14 November 2023) and Mr Jim Rogers (retired on 14 November 2023). 2 In 2023, 67% (4 out of 6) of our directors are independent, where 100% are male and 0% are female. 3 Mr Lu King Seng is retiring as Directors on 26 April 2024.
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