Asia-Pacific Strategic Investments Limited - Annual Report 2021

Corporate Governance Report

Mr Chew Soo Lin will be subjected to the two-tier shareholders voting process at the forthcoming Annual General Meeting to be held on 29 October 2021.

The Non-Executive Director and Independent Directors meet as and when necessary and at least once a year without the presence of the Management.

Chairman and Chief Executive Officer

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.

Notwithstanding Provision 3.1 of the Code which requires that the Chairman and Chief Executive Officer (the “CEO”) be separate persons, the Chairman of the Company, Dato’ Dr Choo Yeow Ming, is also the Group CEO. As Chairman, he is responsible for the effective workings of the Board. The responsibilities of the Chairman include:

1. leading the Board to ensuring its effectiveness in all aspects of its role;

2. setting the agenda and ensuring that information flow and timing are adequate for discussion of all agenda items, in particular strategic issues;

3.

promoting a culture of openness and debate at the Board;

4. ensuring that the directors receive complete, adequate and timely information;

5.

ensuring effective communication with shareholders;

6. encouraging constructive relations within the Board and between the Board and Management;

7. facilitating the effective contribution of the non-executive director in particular; and

8.

promoting high standards of corporate governance.

In his role as CEO, Dato’ Choo is the most senior executive in the Group and holds executive responsibility for the Group’s business. He is assisted by Management in the management of day-to-day operations. In addition, the Board has established various committees that are made up of mainly independent directors. The Board has demonstrated that it is able to exercise independent decision-making. As the Chairman and the CEO are the same person, the Board has appointed Dr Lam Lee G as the Lead Independent Director as recommended under the Code. He is the principal liaison person on board issues between the Independent Directors and Executive Chairman. Dr Lam would be available to shareholders if they have concerns in situations where contact through the normal channels of Chairman and CEO or the Chief Operating Officer has failed to resolve the issue or for which such contact is inappropriate. Accordingly, the Board believes that there is an appropriate balance of power and accountability, and that the Board is capable of independent decision making.

The lead independent director meets the other independent directors periodically without the presence of executive director.

All the Board Committees are chaired by independent directors and more than half of the Board consists of independent directors. In view of the above, the NC, with concurrence of the Board is of the opinion that Dato’ Choo’s dual roles as the Chairman and CEO of the Company do not affect the independence of the Board.

ANNUAL REPORT 2021

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