Asia-Pacific Strategic Investments Limited - Annual Report 2021

Corporate Governance Report

The independent directors consist of respected individuals from different backgrounds whose core competencies, qualifications, skills and experience are extensive and complementary. These competencies include accounting, finance, business or management experience, industry knowledge, strategic planning experience and customer- based experience or knowledge. None of the independent directors have any relationship with the Company, its related corporations, its 5% shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of their independent business judgment in the best interests of the Company. None of the independent directors fall within the circumstances described in Rule 406(3)(d) of the Listing Manual Section B: Rules of Catalist (the “Catalist Rules”) of the Singapore Exchange and Securities Trading Limited (The “SGX‑ST”). The NC deliberates annually to determine the independence of a director bearing in mind the salient factors as set out under the Code as well as all other relevant circumstances and facts. Each of the independent directors has confirmed that he considers himself as independent having regard to the factors set out under the Code. The NC has reviewed, determined and confirmed the independence of all the independent directors.

The non-executive director constructively challenges and helps develop proposals for strategy, and also reviews the performance of Management in meeting, agreed goals and objectives, and monitor the reporting of performance.

The Board continually reviews its size and composition with a view towards the refreshing of the Board and to strike the appropriate balance and diversify of skills, experience, and knowledge of the Company to support the Group’s businesses and strategy.

Board membership is refreshed progressively and in an orderly manner, bearing in mind the contributions from longstanding directors who have over time developed an understanding and insight into the Group’s businesses.

To meet the changing challenges in the industry and countries which the Group operates in, such reviews, which include considering factors such as the expertise, skills and perspectives which the Board needs against the existing competencies would be done on an annual basis to ensure that the Board dynamics remain optimal. Even though Dr Lam Lee G and Mr Chew Soo Lin have served on the Board for more than nine years, the NC, with the concurrence of the Board, is of the view that in assessing the independence of the independent directors, one should consider the substance of their independent judgement, professionalism, integrity and the objectivity and not merely based on the number of years which they have served on the Board. In view of this, having considered the above and weighing the need for progressive refreshing of the Board, the NC and the Board have determined that Dr Lam Lee G and Mr Chew Soo Lin’s tenure in office have not affected their independence or ability to bring about independent and considered judgement to bear in the discharge of their duties as members of the Board. They provide a strong independent element on the Board, being free from any business or other relationship, which could materially interfere with the exercise of their judgement. These directors continue to provide stability to the Board and the Company has benefited greatly from the presence of individuals who are independent and with integrity and specialised knowledge and experience in their own field. Furthermore, their length of service on the Board has not only allowed them to gain valuable insight into the Group, its business, markets and industry, but has also given them the opportunity to bring the full breadth and depth of their business experience to the Company. In view of the amendments to the Catalist Rules, effective from 1 January 2022, which requires the re-appointment of Directors who have served the Board beyond nine years from the date of their first appointment to be subjected to a two-tier shareholders voting in order to be considered independent, the Company has put in place the two-tier shareholders voting for any Independent Director who has been a director for an aggregate period of more than 9 years seeking re-election in the Annual General Meetings held from 2020 onwards. The shareholders had at the Annual General Meeting of the Company held on 30 December 2020 (“FY2020 AGM”), approved the resolution on the continuation of Dr Lam Lee G as an Independent Director until the earlier of (i) his retirement or his resignation, or (ii) the conclusion of the Company’s third annual general meeting following the FY2020 AGM.

ASIA-PACIFIC STRATEGIC INVESTMENTS LIMITED

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