Boards have a strong independent element as five out of eight directors (including the Chairman) are nonexecutive IDs. Principle 4: Board Membership The Boards have a formal and transparent process for the appointment and re-appointment of Directors, taking into account the need for progressive renewal of the Boards. The NRC makes recommendations to the Boards on all appointments to the Boards and Board Committees. All Board appointments are made based on merit and subject to the Boards’ approval. As at the date of this Report, the NRC comprises three non-executive Directors, all of whom (including the chairman of the NRC) are IDs. The three members on the NRC are Mr Lui Chong Chee (NRC Chairman), Mr Chia Kim Huat5 and Ms Deborah Lee Siew Yin. The NRC met twice in FY 2024. Under its terms of reference, the NRC’s scope of duties and responsibilities includes the following: (a) review and make recommendations to the Boards on the Board size and composition, succession plans for Directors and composition of the Board Committees; (b) review and recommend an objective process and criteria for evaluation of performance of the Boards, Board Committees and Directors; (c) consider annually and when required, if a Director is independent; and (d) consider and make recommendations to the Boards on the appointment and re-appointment of Directors (including alternate directors, if any)6. Guided by its terms of reference, the NRC oversees the development and succession planning for the CEO. This includes overseeing the process for selection of the CEO and conducting an annual review of career development and succession matters for the CEO7. Board Composition and Renewal The NRC considers different time horizons for purposes of succession planning. The NRC evaluates the Boards’ competencies on a long-term basis and identifies competencies which may be further strengthened in the long term to achieve CLAS’ strategy and objectives. As part of medium-term planning, the NRC seeks to refresh the membership of the Boards progressively and in an orderly manner, whilst ensuring continuity and sustainability of corporate performance. The NRC also considers contingency planning to prepare for sudden and unforeseen changes. In reviewing succession plans, the NRC has in mind CLAS’ strategic priorities and the factors affecting the long-term success of CLAS. The NRC aims to maintain the optimal composition of the Boards by considering the trends affecting CLAS, reviewing the skills needed and identifying gaps, including considering whether there is an appropriate level of diversity of thought. The process ensures that the Boards have capabilities and experience which align with CLAS’ strategy and the operating environment, and includes the following considerations: (a) the current size of the Boards and Board Committees, composition mix and core competencies; (b) the candidate’s/Director’s independence, in the case of an independent director; (c) the composition requirements for the Boards and relevant Board Committees (if the candidate/Director is proposed to be appointed to any Board Committee); and (d) the candidate’s/Director’s age, gender, track record, experience and capabilities and such other relevant factors as may be determined by the Boards, which would provide an appropriate balance and contribute to the collective skill of the Boards. The Boards support continuous renewal for good governance, and have guidelines which provide for IDs’ tenure of no more than a maximum of two three-year terms, with any extension of tenure beyond six years to be reviewed on a yearly basis up to a period of nine years (inclusive of the initial two three-year terms served) by the NRC. Board succession planning is part of the NRC’s annual review of the Boards’ composition as well as when a Director gives notice of his/her intention to retire or resign. The annual review takes into account, among others, the requirements in the Listing Manual and the Code, feedback from any Board member and the diversity targets and factors in the Board Diversity Policy. The outcome is reported to the Boards. The Boards 5 Mr Goh Soon Keat Kevin resigned as a Director and relinquished his role, and Mr Chia Kim Huat was appointed as NRC member, with effect from 1 January 2025. 6 For the avoidance of doubt, there are no alternate directors appointed for FY 2024. 7 While this is a partial deviation from Provision 4.1(a) which requires the NRC to make recommendations to the Boards on relevant matters relating to the review of succession plans, in particular the appointment and/or replacement of KMP, the Boards are of the view that such matters could be considered either by the NRC or by the Boards as a whole given that the NRC and/or the Boards as a whole are kept abreast of relevant matters relating to the review of succession plans relating to KMP, in particular the appointment and/or replacement of KMP. This is accordingly consistent with the intent of Principle 4 of the Code. 73 Annual Report 2024
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