The independence of each Director is reviewed annually by the NC. The NC adopts the Code’s definition of what constitutes an independent director as well as the independence criteria as set out in Rule 210(5)(d) of the SGX-ST Listing Manual in its review. The NC is satisfied that none of the Independent Director (i) is employed by the Company or any of its related corporations for the current or any of the past three financial years; or (ii) has an immediate family member who is employed or has been employed by the Company or any of its related corporations for the past three financial years, and whose remuneration is determined by the RC. The NC has reviewed and determined that the Independent Directors are independent. There are no Directors who are deemed independent by the Board, notwithstanding the existence of a relationship as stated in the Code that would otherwise deem him not to be independent. Rule 210(5)(d)(i) and (ii) According to Provision 2.2 of the Code, independent directors should make up at least a majority of the board where the chairman is not an independent director. As at the date of this report, the Board comprises 7 Directors, and more than half of the Board is made up of Independent Directors. As such, there is a strong and independent element on the Board, capable of exercising independent and objective judgement on corporate affairs of the Company. Therefore, the Company fulfils the Code’s requirements with a majority of the Board being made up of independent non-executive directors and there was also a Lead Independent Director being appointed. Provision 2.2 The Independent Directors have confirmed that they do not have any relationship with the Company or its related companies or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors’ independent business judgment with a view to the best interests of the Company and its shareholders. For FY2025, the Company has five (5) Non-Executive Directors which constituted a majority of the Board and thus had complied with Provision 2.3 of the Code. Provision 2.3 Independence of Directors who have served on the Board beyond Nine Years With effect from 11 January 2024, Rule 210(5)(d)(iv) of the Listing Manual of the SGX-ST further provides that a director will not be independent if he has been a director of the Company for an aggregate period of more than nine years (whether before or after listing) although such director may continue to be considered independent until the conclusion of the next annual general meeting of the Company. No Independent and Non-executive Independent Directors have served on the Board for more than nine years. Rule 210(5)(d)(iv) Board Diversity The Company has a written policy on Board Diversity and maintains a culture of diversity to benefit from a wide talent pool. Guided by the Board Diversity Policy, the Company recognises and strives to achieve an appropriate balanced mix of talent on the Board with a diversity of experience, age, skill sets, knowledge, industry discipline, age, gender, tenure of service, culture and ethnicity on the Board (“Board Diversity”). The Board views Board Diversity as an essential element to support the attainment of its strategic objectives and sustainable development of the Group. Provision 2.4 & Rule 710A(2) The current Board composition provides a diversity of skills, experience, and knowledge of the Company and their core competencies include relevant industry knowledge and experience, accounting and finance, legal and corporate governance, business and management experience, and strategic planning experience and new directors will be selected based on their merits and the potential contributions which they can bring to the Board. ANNUAL REPORT 2025 KEONG HONG HOLDINGS LIMITED 28 CORPORATE GOVERNANCE REPORT
RkJQdWJsaXNoZXIy NTM2MDQ5