Composition of Board Committees in FY 2024 and as at the date of this Report Board Members Audit and Risk Committee (ARC) Executive Committee (EC)# Nominating and Remuneration Committee (NRC) Tan Beng Hai, Bob, Chairman1 – – C Lui Chong Chee, Chairman2 – – C Teo Joo Ling, Serena, CEO – M – Sim Juat Quee Michael Gabriel C – – Chia Kim Huat3 M – M Deborah Lee Siew Yin M – M Max Loh Khum Whai M – – Goh Soon Keat Kevin4 – C M Beh Siew Kim5 – C – Yeo Chin Fu Ervin6 – M – Denotes: C – Chairman M – Member CEO – Chief Executive Officer # Given the nature and scope of the work of the EC, their business was discussed/transacted primarily through conference call, correspondence and informal meetings. 1 Mr Tan Beng Hai, Bob stepped down as Non-Executive Independent Director with effect from 22 April 2024 and relinquished his roles as Chairman of the Board and Chairman of the NRC on the same day. 2 Mr Lui Chong Chee was appointed as Non-Executive Independent Director with effect from 1 February 2024, and was appointed as Chairman of the Board and Chairman of the NRC with effect from 22 April 2024. 3 Mr Chia Kim Huat was appointed as member of the NRC with effect from 1 January 2025. 4 Mr Goh Soon Keat Kevin stepped down as Non-Executive Non-Independent Director with effect from 1 January 2025 and relinquished his roles as member of the NRC and Chairman of the EC on the same day. 5 Ms Beh Siew Kim, an existing member of the EC, was appointed as Chairman of the EC with effect from 1 January 2025. 6 Mr Yeo Chin Fu Ervin was appointed as Non-Executive Non-Independent Director and a member of the EC with effect from 1 January 2025. Meetings of Board and Board Committees Board and Board Committee meetings are scheduled prior to the start of each financial year. The constitutions of the Managers permit the Directors to participate via audio or video conference. The Boards and Board Committees may also make decisions by way of written resolutions. The Boards may hold ad hoc meetings if required. The independent directors (IDs), led by the independent Chairman, also meet quarterly without the presence of Management. The Chairman provides feedback to the Boards and/or Management as appropriate. There is active interaction between the Management and the Boards and Management provides updates to the Boards at Board meetings on the progress of CLAS’ business and operations (including market developments and trends, business initiatives, budget and capital management) and issues and challenges CLAS faces. The Directors and Management have separate, independent and unfettered access to each other at all times for any information they may require. Management provides the Board with complete, adequate and timely information prior to Board and Board Committee meetings and on an ongoing basis, to enable the Directors to make informed decisions, discharge their duties and responsibilities, and facilitate focused discussions and active participation. In FY 2024, the Boards held six meetings. The number of Board Committee meetings and Directors’ meeting attendance record for FY 2024 are set out on page 92 of this Annual Report. At Board and Board Committee meetings, all Directors actively participate in discussions, engaging in open and constructive debate and challenging Management on its assumptions and recommendations. No individual Director influences or dominates the decision-making process. The Directors also have separate and independent access to the company secretary of the Managers (Company Secretary). The Company Secretary has oversight of corporate secretarial matters, ensuring that Board procedures are followed at Board meetings and facilitating the administration work relating to Directors’ professional development. The appointment and removal of the Company Secretary is subject to the Boards’ approval. The Directors are entitled to access independent professional advice where required, at the Managers’ expense. 67 Annual Report 2024
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