Corporate Governance Report FORWARD TOGETHER 76 Nomination Committee The Nomination Committee of the Company was established by a Board resolution passed on 20 May 2019. The terms of reference are published on the websites of the Company and the Stock Exchange. The key functions and duties of the Nomination Committee include: (a) reviewing the structure, size, composition and diversity of the Board at least once annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategies; (b) developing the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship; (c) ensuring the diversity of the Board members; (d) assessment of the independence of Independent Non-executive Directors; and (e) making recommendations to the Board on matters relating to the appointment, re-appointment and removal of Directors and succession planning for Directors. At the date of this annual report, the Nomination Committee comprises three Independent Non-executive Directors, namely Mr Brett Harold Krause (Chairman of the Nomination Committee), Ms Jingsheng Liu and Ms Serene Siew Noi Nah. During the Year, the Nomination Committee held 3 meetings attended by all the then members of the Nomination Committee in March, April and May 2022 for the review of the nomination policy, procedures, process and criteria adopted by the Nomination Committee to select and recommend candidates for directorship. The Board nomination policy, process and criteria adopted by the Nomination Committee are outlined below: (a) to use open advertising or the services of external advisers to facilitate the search, to consider candidates from a wide range of backgrounds with the Company’s Board diversity policy (“Board Diversity Policy”) in mind, and to consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the positions; (b) to conduct a background check against the biographical information and written confirmation provided by the candidate(s) and to take reasonable steps to seek clarification from the candidate(s), if needed; (c) to assess the independence of the candidate(s) to be appointed as an Independent Non-executive Director by reference to the independence requirements under the Listing Rules; (d) to consider the candidate(s)’ ability to devote sufficient time to the Board if the candidate(s) will be holding his/her seventh (or more) listed company directorships; (e) to invite, if necessary, the candidate(s) to meet with members of the Nomination Committee to assist consideration of the proposed nomination or recommendation; (f) to convene a Nomination Committee meeting for consideration of the candidate(s); (g) to submit its nomination proposal to the Board for consideration and approval or to make recommendation to the shareholders for approval; and (h) in relation to re-appointment of Directors who will offer themselves for re-election at the Company’s annual general meeting, to review the candidate(s)’ profiles in consideration of strategy, structure, size and composition of the Company and their experience and skills. The Company has adopted a Board Diversity Policy. In order to achieve a diversity of perspectives among members of the Board, the Board Diversity Policy provides that: (a) the Board shall include a balanced composition of executive and non-executive directors (including independent non-executive directors) so that there is a strong independent element on the Board, which can effectively exercise independent judgement. Non-executive directors (including independent non-executive directors) shall be of sufficient caliber and number for their views to carry weight; and (b) the selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. Recruitment and selection practices will be appropriately structured so that a diverse range of candidates are considered. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board.
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