The Board has taken the following steps to maintain or enhance its balance and diversity: (i) annual review by the NC to assess if the existing attributes and core competencies of the Board are complementary and enhance the efficacy of the Board; and (ii) annual evaluation by the Directors with a view to understanding the range and level of expertise which is potentially lacking on the Board. The NC will consider the results of these exercises in its recommendation for the appointment of new directors and/or the re-appointment of incumbent directors. Non-Executive and/or Independent Directors, led by the Lead Independent Director, will meet at least once a year without the presence of Management to discuss pertinent matters like the performance of Management, risk management, internal controls, Management succession planning and important business issues. During the financial year, the Independent Directors met at least once without the presence of Management to confer and discuss pertinent matters. Provision 2.5 Chairman and Chief Executive Officer (“CEO”) Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making. The roles of the Chairman and the CEO are currently occupied by different people. Mr Leo Ting Ping Ronald (“Mr Leo”) is the Non-Executive and Non-Independent Chairman of the Company and while Mr Xu Quanqiang (“Mr Xu”) is the Executive Director and Interim CEO of the Company. The Chairman and Interim CEO are not related. There is a clear division of responsibilities between the Chairman and the Interim CEO, which is clearly set out in writing. Having clarity of their respective responsibilities and separating the respective roles avoid unfettered powers of decision-making, ensure a degree of checks and balances, increase accountability and ensure greater capacity of the Board for independent decision-making. Provision 3.1 and Provision 3.2 Mr Leo retired as CEO of the Company on 30 June 2025 and thereafter re-designated as Non-Executive Non-Independent Chairman. He is responsible for the strategic direction of the Group, the workings of the Board and communicating the performance of the Company and the Group to the Board and shareholders. Effective 1 July 2025, Mr Leo has taken on the role of adviser for the construction projects of the subsidiary, Keong Hong Construction Pte Ltd. Mr Xu was appointed as an Interim CEO of the Company, effective on 8 July 2025. He is involved in significant corporate matters, especially those strategic in nature and works together with the Board to formulate and execute the Group’s strategies, plans and processes. The Interim CEO of the Company is accountable to the Board for the conduct and performance of the Company’s business operations. The Board has no dissenting views on the Chairman’s and interim CEO Statement to the shareholders for the financial year under review. Lead Independent Director As the Non-Executive Chairman is not independent, a Lead Independent Director is available to the shareholders if they have concerns when contact through the normal channels to the Chairman or Interim CEO or the Chief Financial Officer has failed resolution or when such contact is inappropriate or inadequate. Mr Fong Heng Boo is the Lead Independent Director appointed on 29 February 2024. Shareholders can send their enquiries through email to Mr Fong at hengboo.fong@gmail.com. Provision 3.3 Based on the above reasons, the Board is of the view that the practices adopted by the Company are consistent with the intent of Principle 3 of the Code. ANNUAL REPORT 2025 KEONG HONG HOLDINGS LIMITED 30 CORPORATE GOVERNANCE REPORT
RkJQdWJsaXNoZXIy NTM2MDQ5