All Directors are given formal appointment letters setting out the terms of their appointment as well as their duties and obligations. Newly appointed Directors will be briefed on the business activities of ECW, its business plan, the regulatory environment in which ECW operates, its corporate governance practices and their statutory duties and responsibilities as Directors. A new director who has no prior experience as a director of an issuer listed on the SGX-ST must undergo mandatory training in his or her roles and responsibilities as prescribed by the SGX-ST. There was no new director appointed during FY2024. Delegation of Authority by the Board to its Board Committees (Provision 1.4) The Board has established the ARC and the NRC, which will submit their recommendations to assist the Board in the discharge of its functions. The ARC and the NRC operate under its own terms of reference, with the Board retaining overall oversight. A summary of the terms of reference and the activities undertaken by the ARC and NRC are set out in the relevant sections of this report. The Board may form other board committees as and when required. Membership of the board committees is managed to ensure an equitable distribution of responsibilities among Board members, to maximise the effectiveness of the Board and to foster active participation and contribution from Board members. Diversity of experience and appropriate skills are considered in the composition of the respective board committees. The composition of the Board and Board Committees as of 31 December 2024 is set out in the table below. Board ARC NRC Mr Chan Heng Wing1 (Acting Chairman) Mr Chia Yew Boon2 (Chairman) Mr Li Guosheng (Chairman) Mr Zhang Guobiao1,3 Dr David Wong See Hong2 Mr Zhang Guobiao3 Dr Wong See Hong Mr Li Guosheng Mr Chan Heng Wing Mr Chia Yew Boon Mr Chia Yew Boon Mr Li Guosheng Mr Goh Toh Sim 1. Mr Chan Heng Wing was appointed as Chairman of the Board with effect from 17 August 2024 following Mr Zhang Guobiao’s decision to temporarily stepped down as Chairman of the Board on 2 August 2024 due to his personal health reasons. 2. Mr Chia Yew Boon was re-designated as the ARC Chairman with effect from 13 November 2024 in place of Dr David Wong See Hong as part of the internal reshuffling of committee appointments within the Board and to facilitate succession planning of the Board. Dr Wong continues to remain as a member of the ARC. 3. Mr Zhang Guobiao resigned from the Board as Non-Independent Non-Executive Director with effect from 14 April 2025. Board’s and Board Committees’ Meetings and Attendance (Provision 1.5) The Board meets at least once every quarter, and as and when required between the scheduled meetings. Where exigencies prevent a director from attending a Board meeting in person, the Constitution of the Manager permits the director to participate via teleconferencing or video conferencing. The Board and Board Committees may also make decisions by way of passing written resolutions. The Board’s responsiveness has allowed Management to manage ECW’s business and operations effectively in an increasingly competitive business environment. Individual Directors make themselves available and accessible to Management for discussion and consultation outside the formal framework of the Board’s and Board Committees’ meetings. Directors may request for explanations, briefings by or discussions with Management on any aspect of ECW’s operations or business. When circumstances require, Board members exchange views outside the formal environment of Board meetings. The independent directors of ECW (“Independent Directors”) meet without the presence of Management on a need basis. ANNUAL REPORT 2024 43 CORPORATE GOVERNANCE
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