• Terms of Reference of the Audit Committee
• Terms of Reference of the Remuneration Committee
• Terms of Reference of the Nomination Committee
• Memorandum and Articles of Association
• Director Nomination Procedure

The Board is committed to maintaining a high standard of corporate governance and ensuring integrity, transparency and comprehensive disclosure.

CORPORATE GOVERNANCE PRACTICES

In the opinion of the Directors having considered, amongst others, the findings of reviews and/or audits conducted by the independent professional parties (as discussed below), the Company has applied the principles of and complied with, all the applicable code provisions as set out in the Corporate Governance Code contained in Appendix 14 (which has been renumbered to Appendix C1 with effect from 31 December 2023) to the Listing Rules (the "CG Code") during the Year.

DIRECTORS' SECURITIES TRANSACTIONS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 (which has been re-numbered to Appendix C3 with effect from 31 December 2023) to the Listing Rules (the “Model Code”) as the code of conduct of the Directors in respect of transactions in securities of the Company. Following specific enquiry by the Company of all the Directors, the Company confirmed that the Directors have complied with the required standard set out in the Model Code for the Year.

THE BOARD

The Company has a Board with a balanced composition of executive and non-executive Directors to provide for leadership, control and management of the Company’s business and affairs. The Board is committed to making decisions objectively in the interests of the Company and should ensure that the Directors devote sufficient time and make contributions to the Company that are commensurate with their role and Board responsibilities.

The Board currently consists of two executive Directors, namely Mr. Chen Yiy Fon (Chief Executive Officer) and Mr. Philip Lee Wai Tuck (Executive Deputy Chairman); two non-executive Directors (“NEDs”), namely Mr. Timothy Patrick McNally (Chairman) and Ms. Lam Yi Lin; and three independent non-executive Directors (“INEDs”), namely Mr. Lim Mun Kee, Mr. Michael Lai Kai Jin and Mr. Leong Choong Wah.

The composition, structure and size of the Board are reviewed at least once annually by the Nomination Committee to ensure that it has a balance of appropriate skills, knowledge, experience and diversity of perspectives to meet the needs of the business of the Group.

Members of the Board have a diverse range of business, financial and professional expertise. Brief biographical details of the Directors are set out in the section of “Director & Senior Management”.