The Board is satisfied that Management has given timely and regular updates on the Group’s business and financial position. Where necessary, important and/or critical information is highlighted promptly. Where appropriate, informal meetings are also held for Management to brief Directors on prospective deals and potential developments in the early stages before formal Board approval is sought. The Board and Board Committees meetings for each year are scheduled in advance to facilitate the Directors’ arrangements and commitments. Board papers are circulated in advance of each meeting and include background explanatory information for the Directors to prepare for the meeting and make informed decisions. Board papers are also uploaded onto tablet devices for the Directors. Board papers which are confidential and sensitive nature are distributed to the Directors on the day of meeting. Minutes of all Board Committees are circulated to the Board so that Directors are aware of and kept undated as to the proceedings, matters discussed and decisions made during such meetings. This would also enable Directors to weigh in on any key points under consideration. Access to Management and Company Secretaries (Provision 1.7) Directors have separate and independent access to Management, the Company Secretary, and external advisers (where necessary). The appointment and removal of the Company Secretary is a decision of the Board as a whole. Board Composition and Guidance Principle 2: Appropriate level of independence and diversity of thought and background Independent Directors comprise a majority on the Board (Provisions 2.1 to 2.3) The NRC reviews on an annual basis, the structure, the size and composition of the Board and Board Committees taking into account the Code and Regulations 13D to 13H of the Securities and Futures (Licensing and Conduct of Business) Regulations (the “SFLCB Regulations”). The NRC has assessed that the current structure, size and composition of the Board and Board Committees are appropriate in facilitating effective decision-making in the best interests of the ECW and its Unitholders, taking into account the scope and nature of the operations of ECW and its subsidiaries (the “ECW Group”); and that the Board has a strong independent element. The Board comprises six (6) Directors: one (1) Executive Director (“ED”), one (1) Non-Independent Non-Executive Director (the “NED”) and four (4) Independent Non-Executive Directors (the “IDs”). In compliant with the Code, the IDs and NED make up a majority of the Board. Board Composition and Diversity (Provisions 2.4) The NRC is responsible for: (a) the Board Diversity Policy which has been adopted by the Board; (b) setting qualitative and quantitative objectives (where appropriate) for achieving board diversity; (c) monitoring and implementing the Board Diversity Policy, and taking the principles of the Board Diversity Policy into consideration when determining the optimal composition of the Board and recommending any proposed changes to the Board; and (d) reviewing the Manager’s progress towards achieving the objectives under the Board Diversity Policy. The Board Diversity Policy recognises that a diverse Board will enhance decision making process by utilising a variety in skills, industry and business experience, gender, age and other distinguishing qualities of the members of the Board. In accordance with the Board Diversity Policy, the NRC shall strive for the inclusion of diverse groups and viewpoints. If there is a need for Board renewal or adding in new member, the Board will abide by the Board Diversity Policy in its search of the new director candidate. The final decision on selection of directors will be based on merit against the objective criteria set and after giving due regard for the benefits of diversity on the Board. ANNUAL REPORT 2024 45 CORPORATE GOVERNANCE
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