No member of the Board will be involved in any decision of the Board relating to his own appointment, re-appointment. In reviewing its Board composition, the NRC and the Board will also consider the internal guidelines that an ID should serve for no more than a maximum of nine years. In view that all IDs were appointed on the same date, the NRC was cognisant of effecting Board succession planning as its priority before the nine years tenure is up. Determining Directors’ Independence (Provision 4.4) The NRC reviews annually the independence of each Director in accordance with the guidelines in the Code and the SFLCB Regulations, and the existence of relationships or circumstances. Under the enhanced independence requirements set out in the SFLCB Regulations an independent Director is one who: (i) is independent from Management and business relationship with the Manager and ECW; (ii) is independent from any substantial shareholder of the Manager and any substantial unitholder of ECW; and (iii) has not served on the Board for a continuous period of nine years or longer. Each ID had provided declarations of their independence which have been deliberated upon by the NRC. The NRC is of the view that the IDs are independent and that no individual or small group of individuals dominate the Board’s decision making process. The Board has determined after taking into account the views of the NRC, that each of Mr Chan Heng Wing, Dr Wong See Hong, Mr Chia Yew Boon and Mr Li Guosheng to be independent in terms of their character and judgement in the discharge of their responsibilities as Directors and there are no relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgement. Each member of the NRC had recused himself from deliberations on his own independence. Role and Responsibilities of the Nominating Committee (Provision 4.1) Apart from the above, the responsibilities of the NRC as set out in its terms of reference include: (a) review of Board succession plans for Directors, in particular, the Chairman of the Board, the CEO and key management personnel (“KMP”); (b) review of the performance of the Board, Board Committees and Directors annually; (c) review of training and professional development programmes for the Board; (d) the development of a remuneration policy with regard to the objective of attracting, rewarding and retaining performing staff. Summary of activities carried out by the NRC during the year is as below: i) reviewed the Board composition; ii) reviewed performance of the Board, Board Committees and individual Directors; iii) reviewed the training and professional development programmes for the Board; iv) reviewed the tenure and independence of IDs; v) reviewed the Board Diversity Policy; and vi) reviewed the board representations outside ECW Group held by Directors A Director with multiple directorships is expected to ensure that sufficient attention can be and is given to the affairs of the Manager in managing the assets and liabilities of ECW for the benefit of Unitholders. All Directors had confirmed that they were able to devote sufficient time and attention to the affairs of the Manager in managing the assets and liabilities of ECW for the benefit of Unitholders. Taking into account also the attendance, preparedness, participation and candor of the Directors at meetings of the Board and Board committees during FY2024, the NRC is of the view that the current commitments of each of its Directors are reasonable and each of the Directors is able to and has been adequately carrying out his duties. ANNUAL REPORT 2024 49 CORPORATE GOVERNANCE
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