Conflict of Interest GRI 2-11, 2-15 All Geo Energy’s personnel, including the Board, are required to disclose any direct or indirect interests in the Group’s suppliers, customers, or competitors that could create a conflict with the Group’s best interests. For Directors deemed as independent, their independence is reviewed annually by the NC, and each independent Director must complete an annual checklist in accordance with the Code of Corporate Governance. The Board has delegated the ARC to review any potential conflicts of interest in line with Geo Energy’s Conflict of Interest Policy. Any Director facing an actual or potential conflict of interest must promptly declare the details and recuse themselves from related discussions and decisions. All identified conflicts of interest are disclosed in Geo Energy’s Annual Report. Evaluation of the Performance of Highest Governance Body GRI 2-18 Geo Energy has a formal annual assessment process to evaluate the e!ectiveness of the Board, its Committees, and individual Directors. Each Director completes a self-assessment and self-evaluation form based on objective performance criteria, which include Board and Committee composition and e!ectiveness, quality of information and decision-making, Boardroom dynamics, relationship with Management, and individual attributes such as performance, expertise, experience and contributions, including oversight of the organisation’s economic, environmental, and social impacts. The assessment results are analysed to identify key areas for improvement, and follow-up actions are discussed at Board meetings. Remuneration Policies GRI 2-19 to 2-20 The RC reviews all aspects of remuneration, including director fees, salaries, allowances, bonuses, options, share-based incentives and awards, benefits-in-kind, and termination terms, to ensure fairness and alignment with performance. Geo Energy follows a structured process in determining remuneration packages, taking into account industry competitiveness, the Group’s overall performance, and the individual performance of Directors and key management personnel. For further details on the level and mix of remuneration, please refer to our Annual Report 2025, pages 32 to 33. The NC conducts an annual review of the Board’s composition to ensure an appropriate mix of expertise, experience, diversity, and knowledge of the Group, collectively possessing the core competencies required for e!ective governance and informed decision-making. The Board comprises members with competencies in accounting and finance, business management, industry knowledge, strategic planning, and customer-focused experience. To maintain relevance and capability in overseeing the Group’s sustainability strategy and development, the Board undergoes annual evaluations. Additionally, all directors, particularly first-time appointees, are required to complete training on their roles and responsibilities as directors of an SGX-listed entity within one year of appointment, as prescribed by SGX. This training includes ESG Essentials. In 2025, the external auditors of the Company briefed the Directors on changes to accounting standards. The Board, particularly firsttime Directors who has no prior experience as a director of an entity listed on the SGX-ST will undergo training in the roles and responsibilities of a director of an entity listed on the SGX-ST as prescribed by the SGX-ST within one year from the date of his or her appointment to the Board. Such training includes ESG Essentials. In accordance with Geo Energy’s Constitution, each Director is required to retire at least once every three years. In connection with newly appointed Directors pursuant to Regulation 119 of the Constitution of the Company, they will o!er themselves for reelection at the next Annual General Meeting (AGM) of the Company. Shareholders play an important role in determining whether a director is re-elected, and their views are sought during the AGM. The independence of prospective candidates is assessed during recruitment, with the NC conducting detailed background checks to identify any potential conflicts of interest with Geo Energy. The independence of each Director is also reviewed annually by the NC. Directors are required to disclose any relationships with the Company, its related corporations, substantial shareholders, or o"cers that may a!ect their independence. For Independent Directors, tenure on the Board is limited to nine years. Each Independent Director must complete an annual checklist to confirm their independence. 14 GEO ENERGY | SUSTAINABILITY REPORT 2025
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