Board Matters

• Principle 1: The Board’s Conduct of Affairs

  
  

  The Board oversees the conduct of the Group’s affairs and is accountable to shareholders for the long-term performance and success of Group.
  
  In this regard, the Board sets the long-term strategy and direction of the Group which includes focusing on value creation, innovation, and sustainability.
  
  The Board determines the Group’s approach to corporate governance and sets an appropriate tone-from-the-top in respect of good principles of ethics, values and organisational culture.
  
  The Board also works closely with Management to ensure that necessary resources are in place for the Company to meet its strategic objectives. Specifically, the Board: 

  • reviews annual budgets, financial plans, major acquisitions and divestments, funding and investment proposals;
  • monitors the financial performance of the Group;
  • oversees processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance;
  • holds Management accountable for performance by constructively challenging Management and reviewing performance;
  • considers sustainability issues such as environmental and social factors as part of its strategic formulation; and
  • ensures compliance by the Group with relevant laws and regulations.

  The Directors of the Company are fiduciaries who exercise independent objective judgement and make decisions in the best interests of the Company. All Directors have direct and independent access to key management personnel and senior management.
  
  Through the Group’s enterprise-wide risk management (“ERM”) framework, the Board maintains a sound risk management process to effectively monitor and manage risks with a view to achieving an appropriate balance between risks and company performance. Further details on the issues reviewed by the Board can be found in the ERM Report on pages 66 to 68 of this Annual Report and the Company’s Sustainability Report 2024 which can be downloaded at https://www.fraserandneave.com/investor-relations/corporate-sustainability.
  
  During FY2024, all Directors participated in a two-day Board Summit that provided a platform to deepen their understanding of key strategic areas vital to the Group’s long-term sustainability and resilience. The discussions covered critical topics, including sustainability and risk management, cybersecurity, and climate transition, along with the development of plans to address these emerging challenges. This Summit allowed the Board to engage in forward-looking discussions to further strengthen the Group’s ability to navigate its evolving business environment.
  
  During FY2024, the Board worked closely with Management to evaluate new business opportunities while navigating challenges related to foreign exchange volatility, inflationary pressures, and cost management. The Board remained engaged in reviewing the financial impacts of these macroeconomic factors and supported efforts to manage costs effectively, ensuring the Group’s resilience and competitiveness in an evolving market environment.
  
  Board of Directors
  
  As at 30 September 2024, the Board comprises 9 Directors, all of whom are non-executive Directors. They are:

  • Mr Charoen Sirivadhanabhakdi (Chairman) 
  • Mr Ng Tat Pun (Lead Independent Director)
  • Mr Chan Heng Wing
  • Mr Charles Mak Ming Ying
  • Dr Sujittra Sombuntham
  • Suong Dao Nguyen
  • Mr Koh Poh Tiong 
  • Mr Thapana Sirivadhanabhakdi
  • Mr Sithichai Chaikriangkrai

  The Board has also approved the appointment of the following alternate Directors:

  • Mr Michael Chye Hin Fah (Alternate Director to Mr Koh Poh Tiong)
  • Mr Kosit Suksingha (Alternate Director to Thapana Sirivadhanabhakdi)
  • Mr Prapakon Thongtheppairot (Alternate Director to Mr Sithichai Chaikriangkrai)

  Delegation of Authority
  The Board has formed and has delegated authority to five board committees (each, the “Board Committee” and collectively, the “Board Committees”) which oversee specific areas for greater efficiency. The Board Committees are: the Board Executive Committee (“Board Exco”), the Audit Committee (“AC”), the Nominating Committee (“ ”), the Remuneration Committee (“RC”) and the Sustainability and Risk Management Committee (“SRMC”).
  
  Each Board Committee is governed by clear written terms of reference (the “Terms of Reference”) which set out the composition, authority and duties of each committee including reporting back to the Board. The Terms of Reference have been approved by the Board and the determination, amendment or alteration of the Terms of Reference of any Board Committee is a matter reserved for the Board’s approval.
  
  Minutes of all Board Committee meetings are circulated to the Board so that the Directors are aware of and kept updated as to the proceedings and matters discussed during such meetings.
  
  The Company also adopts a framework of delegated authorisations in its Manual of Authority (“MOA”). The MOA, which is approved by the Board, defines the procedures and levels of authorisation required for specified transactions. It also sets out approval limits for operating and capital expenditure as well as acquisitions and disposals of assets and investments. The MOA is clearly communicated to Management in writing.
  
  In order to facilitate the Board’s exercise of its leadership and oversight of the Group, the MOA contains a schedule of matters specifically reserved for approval by the Board. These include approval of (i) any transaction for the acquisition or disposal of assets that is material to the Company; (ii) acceptance of all banking and credit facilities; and (iii) annual capital and annual operating budgets.
  
  The MOA delegates authority for approval of transactions below certain limits to the Board Exco, beyond which the approval of the Board needs to be obtained. Below the Board and Board Exco levels, appropriate delegation of authority and approval sub-limits are set at Management level, to facilitate day to day operations of the Group’s business. 

  Conflicts of Interest
  To address and manage possible conflicts of interest that may arise between Directors’ interests and those of the Group, the Company has put in place appropriate procedures which apply in addition to the Directors’ obligation to comply with disclosure obligations under the Company’s Constitution and the Companies Act 1967 (the “Companies Act”). Directors are required to promptly declare any conflict of interest at a meeting of the Directors or by written notification to the company secretary (the “Company Secretary”) and they are required to take such action as is necessary to effectively resolve the conflict (for instance recusing themselves by refraining from participating in meetings or discussions (or relevant segments thereof) and by abstaining from voting, on any matter in which they are interested or conflicted).
  
  Board Executive Committee
  The Board Exco assists the Board in formulating strategic development initiatives of the Group, provides direction for new investments and material financial and non-financial matters to ensure that the Group achieves its desired performance objectives and enhances long-term shareholder value. The Board Exco assists the Board in overseeing the Group’s conduct and corporate governance structure and in enhancing business strategies which contribute towards the strengthening of core competencies of the Group. The Board Exco reviews and approves corporate decisions, such as capital investments, and acquisitions, investments and divestments (other than those which are material to the Company requiring Board approval). The Board Exco also reviews and
  approves or recommends, as appropriate, the succession plans in respect of senior management of the Company.
  
  As at 30 September 2024, the Board Exco is made up of the following members:
  

  • Mr Koh Poh Tiong (Chairman)
  • Mr Thapana Sirivadhanabhakdi (Vice-Chairman)
  • Mr Sithichai Chaikriangkrai (Member)
  • Mr Michael Chye Hin Fah (Member)
  • Mr Kosit Suksingha (Member)
  • Mr Prapakon Thongtheppairot (Member)

  Meetings of the Board and Board Committees
  The Board and its various Board Committees meet regularly, and also as required by business needs or if their members deem it necessary or appropriate to do so. Directors attend and actively participate in Board and Board Committee meetings. For the financial year ended 30 September 2024, the Board met five times. A table showing the attendance record of the directors at meetings of the Board and Board Committees as well as at the general meeting of shareholders during the financial year ended 30 September 2024 can be found here.
  
  The Directors are also given direct access to the management team of the Group’s business divisions1 through presentations at Board and Board Committee meetings. Where required or requested by Board members, site visits and meetings with personnel from the Group’s business divisions are also arranged in order for Directors to have an intimate understanding of the key business operations of each division. The Company’s Constitution provides for Board members who are unable to attend physical meetings to participate through telephone conference, video conference or any other forms of electronic or instantaneous communication facilities.
  
  For FY2024, the Board met five times. 

  Note:
  1 The Group’s business divisions are as follows: Food & Beverage (Non-Alcoholic Beverages), Food & Beverage (Beer) and Publishing & Printing. 

  Orientation and Training for Directors
  The Nominating Committee (“NC”) is tasked with reviewing and making recommendations to the Board on matters relating to training and professional development programmes for the Board and its Directors. The NC also has overall oversight to ensure that new Directors understand the Group’s business and are aware of their duties and obligations.
  
  Upon appointment, each new Director is issued a formal letter of appointment setting out his or her roles, duties, responsibilities, and obligations as a Director of the Company, including his or her responsibilities as fiduciaries and how to deal with conflicts of interest that may arise. A comprehensive induction and orientation programme is also conducted to familiarise new appointees with the business activities, strategic directions, policies and corporate governance practices of the Group as well as their statutory and
  other duties and responsibilities as Directors. This programme allows new Directors to get acquainted with the Chief Executive Officer of the Company as well as the chief executive officers and senior management of each of the Group’s business divisions. The orientation programme also facilitates and fosters better rapport and communication with management.
  
  Unless the NC is of the view that training is not required because a Director has other relevant experience, any new Director appointed to the Board, who has no prior experience as a director of an issuer listed on the SGX-ST, must undergo mandatory training in his or her roles and responsibilities as prescribed by the SGX-ST.
  
  Our Directors are regularly updated on the Group’s businesses and the regulatory and industry-specific environments in which the entities of the Group operate. Updates on relevant legal, regulatory and technical developments and good corporate governance may be in writing or disseminated by way of briefings, presentations and/or handouts. The Board is also regularly updated on developments in accounting principles and financial reporting standards and on the latest key changes to any applicable legislation and changes to the listing manual of the SGX-ST (the “SGX-ST Listing Manual”). These updates are given by way of briefings held by the Company’s lawyers and auditors.
  
  During FY2024, the Directors attended briefings on, among others, (i) updates to the SGX-ST Listing Manual and (ii) sustainability and ESG reporting conducted by the Company’s lawyers. Members of the AC and SRMC also attended a briefing regarding directors’ duties on workplace safety and health.
  
  Pursuant to Listing Rule 720(7) of the SGX-ST Listing Manual, all of the Directors in office as at the end of FY2024 have completed the required training on sustainability matters as prescribed by the SGX-ST.
  
  To ensure that Directors have the opportunities to develop their skills and knowledge and to continually improve performance of the Board, all Directors are encouraged by the Company to undergo continual professional development at the Company’s expense, during the term of their appointment. Directors are also encouraged to be members of the Singapore Institute of Directors (“SID”) and to receive updates and training from SID in order to stay abreast of relevant developments in financial, legal and regulatory requirements. The Company Secretary supports professional development of Directors by identifying and keeping the Board informed of relevant courses and training offered by SID. 
  
  Access to Information
  The Company recognises the importance of providing the Board with complete, accurate and relevant information on a timely basis. This is to give the Board and Board Committees sufficient time to critically evaluate and consider issues relevant to the Company and its businesses and operations. This also allows our Directors to effectively carry out their duties and discharge their oversight function. In particular, management provides the Board with detailed Board papers specifying relevant information and commercial rationale for each proposal for which Board approval is sought. Such information includes relevant financial statements, management accounts, financial forecasts, risk analyses and assessments, mitigation strategies, feasibility studies and key commercial issues for the Board’s attention and consideration. Reports on major operational matters, business development activities, financial performance, potential investment opportunities and budgets are also circulated to the Board.
  
  A calendar of activities is scheduled for the Board a year in advance. The Company recognises that information should be supplied to the Board in a timely manner and as far as possible, Board papers and agenda items are dispatched to the Directors about a week before scheduled meetings. This is to give Directors sufficient time to review and consider the matters being tabled and/or discussed so that discussions can be more meaningful and productive. Senior management is requested to attend meetings of the Board and the Board Committees in order to provide input and insight into matters being discussed, and to respond to any queries that the Directors may have.
  
  The Board also has separate and independent access to the Company’s management and the Company Secretary.
  
  Conflicts of Interest
  The Board has put in place clear procedures to address and manage possible conflicts of interest that may arise between Directors’ interests and those of the Group. The procedures which the Company has put in place apply in addition to the Directors’ obligation to comply with disclosure obligations under the Company’s Constitution and the Companies Act 1967 (the “Companies Act”).
  
  In the event of any conflict of interest, in addition to complying with disclosure obligations under the Company’s Constitution and the Companies Act, Directors are required to promptly declare any conflict of interest at a meeting of the Directors or by way of written notification to the Company Secretary. The Directors are required to take such action as is necessary to effectively resolve the conflict by, for example, recusing themselves and refraining from participating in meetings or discussions (or relevant segments thereof) and abstaining from voting, on any matter in which they are interested or conflicted. 
  
  The Company Secretary
  The Board is supported by the Company Secretary, who is legally trained and familiar with company secretarial practices. The Company Secretary is responsible for administering and executing Board and Board Committee procedures, in compliance with the Company’s Constitution and applicable laws. The Company Secretary also provides advice and guidance on relevant rules and regulations, including disclosure requirements under the Securities and Futures Act 2001 (the “SFA”), the Companies Act and the SGX-ST Listing Manual, as well as corporate governance practices and processes.
  
  The Company Secretary attends all Board and Board Committee meetings and reviews the minutes of proceedings.
  
  The Company Secretary also facilitates and acts as a channel of communication to ensure good information flow within the Board and its various Board Committees, as well as between and with senior management. The Directors have separate and independent access to the Company Secretary whose responsibilities include supporting and advising the Board on corporate and administrative matters.
  
  In addition, the Company Secretary solicits and consolidates Directors’ feedback and evaluations from time to time, and arranges for and facilitates orientation programmes for new Directors and assists with their professional development as required.
  
  The Company Secretary is the Company’s primary channel of communication with the SGX-ST.
  
  The appointment and removal of the Company Secretary is subject to the approval of the Board.

• Principle 2: Board Composition and Guidance

  
  The Board and Board Committees are of an appropriate size and possess an appropriate balance and mix of skills, experience and knowledge to foster constructive debate, set strategic objectives and achieve effective decision-making in the best interests and for the long-term success of the Group. The Board is diversified in terms of gender, geographical background and experience, skills and experience and age. The Board comprises highly qualified and effective members with an appropriate combination of qualifications and competencies which are important to the Group. This includes competencies in the fast-moving consumer goods and food and beverage business, finance and accounting, legal, strategy and analytics, information technology, sales and marketing, human resources and labour relations, branding and healthcare.
  
  The NC undertakes an annual review of the structure, size and composition of the Board and Board Committees to ensure alignment with the needs of the Group and taking into account the requirements of the Code and the Company’s Board Diversity Policy.
  
  Taking into consideration the requirements of the Group’s businesses and the need to avoid undue disruptions which may arise from changes to the Board and Board Committees, the NC is of the view that the current size and composition of the Board and Board Committees is appropriate as the Board comprises Directors who as a group provide an appropriate balance and mix of skills, knowledge and experience, and other aspects of diversity (such as gender and age) to foster constructive debate and to avoid groupthink. No individual or group dominates the Board’s decision-making process.
  
  Details relating to the Board Diversity Policy and progress made towards implementing the Board Diversity Policy, including objectives, are disclosed on pages 76 to 79 of the Company's Annual Report 2024.
  
  Directors’ Independence
  Provision 2.2 of the Code provides that independent directors should make up a majority of the Board where the Chairman of the Board is not independent while Listing Rule 210(5)(c) of the SGX-ST Listing Manual requires that the independent directors comprise at least one-third of an issuer’s board.
  
  As at 30 September 2024, all of the Directors on the Board are non-executive and the Board, which is chaired by a non-independent Chairman comprises a majority of independent Directors (five out of nine). The Company’s current Board composition meets the independence requirements of the SGX-ST Listing Manual and the Code.
  
  Each of the NC, RC and AC comprises a majority of and is chaired by independent Directors. Matters requiring the Board’s approval are discussed robustly with participation from each member of the Board and decisions are made collectively without any individual or select group of individuals dominating the decision-making process.
  
  Directors are required to take the necessary actions to resolve any conflict of interest they might have, including recusing themselves from meetings or discussions or abstaining from voting on matters in which they are interested or conflicted.
  
  In view of the foregoing, the NC and the Board are of the view that the Board has an appropriate level of independence and diversity of thought through the collective weight of the current composition of Directors on the Board and on the Board Committees, and that the Board procedures and codes of conduct which are already in place are sufficient, to ensure that the Board makes decisions in the best interests of the Company. 
  
  The independent Directors complete a declaration of independence annually which is then reviewed by the NC. Based on the declarations of independence, none of the independent Directors has any relationship with the Company, its related corporations¹, its substantial shareholders² or the officers of the Company that could interfere, or be reasonably perceived to interfere, with the exercise of their independent business judgement in the best interests of the Company. In particular, none of the independent Directors is or has been employed by the Company or any of its related corporations in the current or any of the past three financial years or has an immediate family³ member who is employed or has been employed by the Company or any of its related corporations in the current or any of the past three financial years, and whose remuneration is or was determined by the RC of the Company.
  
  The five independent Directors on the Board help to uphold unbiased decision-making and good corporate governance at the Board level and their presence facilitates the exercise of objective independent judgment on corporate affairs. Their participation and input also serve to ensure that key issues and strategies are critically reviewed, constructively challenged, fully discussed and thoroughly examined, always taking into account the long-term interests of F&N and its shareholders.
  
  As at 30 September 2024, none of the independent Directors have served on the Board for an aggregate period of more than nine years. Board renewal is a continuing process, and the appropriate composition of the Board is continually under review. The tenure of each independent Director is monitored so that the process for Board renewal is commenced ahead of any independent Director reaching the nine-year mark to facilitate a smooth transition and to ensure that the Board continues to have an appropriate level of independence. To this end the NC is tasked with undertaking the process of reviewing, considering and recommending any changes to the composition of the Board, where appropriate, taking into account the requirements to be met by independent Directors, including having regard to the circumstances set out under Listing Rule 210(5)(d) of the SGX-ST Listing Manual.
  
  Notes:
  1 The Code states that “related corporation” in relation to a company shall have the same meaning as currently defined under the Companies Act i.e. a corporation
  that is the company’s holding company, subsidiary or fellow subsidiary.
  2 Under the Code, the term “substantial shareholder” refers to a shareholder who has an interest or interests in one or more voting shares (excluding treasury shares)
  in the company and the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all voting shares (excluding treasury
  shares) in the company, in line with the definition set out in section 2 of the SFA.
  3 Under the SGX-ST Listing Manual, the term “immediate family” refers to the person’s spouse, child, adopted child, step-child, sibling and parent.
  
  Board Diversity Policy, Targets, Timelines and Progress
  The Company embraces diversity and has in place a Board Diversity Policy which sets out the approach taken by the Company towards diversity on its Board.
  
  The Company recognises that a diverse Board would be beneficial as it would support good decision-making for the benefit of the Company by allowing for the harnessing of a variety of skills, industry and business experiences and other distinguishing qualities of members of the Board. Board diversity may also help the Board better understand the perspectives of its various stakeholders, including customers, suppliers and employees as well as have a wider reach to resources and networks.
  
  With an appropriately diverse group of Directors, the Board will be able to provide a broader range insights and foster open, frank and constructive debate, so as to avoid groupthink and better identify potential risks, raise challenging questions and improve problem-solving, all in the best interests of the Company.
  
  The NC is responsible for the Board Diversity Policy which has been adopted by the Board, and for:
  
  (a) monitoring and implementing the Board Diversity Policy; and
  (b) taking the principles of the Board Diversity Policy into consideration when determining the optimal composition of the Board and recommending any proposed changes to the Board.
  
  The Board Diversity Policy also highlights that gender, skills and experience are important aspects of diversity and that the NC will therefore take steps and strive to ensure that these aspects of diversity are achieved on the Board.
  
  The Board Diversity Policy also provides that the NC will from time to time discuss and agree on relevant qualitative and measurable quantitative objectives (where appropriate) for promoting and achieving diversity on the Board and make its recommendations for consideration and approval by the Board.
  
  The Company remains committed to implementing the Board Diversity Policy in order to complement the Company’s objectives and strategies. The current Board composition reflects the Company’s commitment to Board diversity in terms of gender, geographical background and experience, skills and experience and age. 
  
  The Company’s diversity targets for the Board, its plans and timelines for achieving the targets, and its progress towards achieving the targets, are described here.
  
  The Board views diversity at the Board level as an essential element for driving value in decision-making and proactively seeks as part of its diversity policy to maintain an appropriate balance of expertise, skills and attributes among the Directors. This is reflected in the diversity of gender, geographical background and experience, age, and the competencies of our Directors. Each Director brings in different perspectives and ideas at Board discussions. In particular, the Board comprises Directors whose competencies range from banking, finance and accounting, legal, strategy and analytics, sales and marketing and relevant industry knowledge in the fast-moving consumer goods and food & beverage business. Our Directors have entrepreneurial and management leadership experience and are familiar with regulatory requirements and risk management. This is beneficial to the Company and its Management as decisions by and discussions with the Board especially in relation to key markets in which the Group operates are enriched by the broad range of views and perspectives and the breadth of experience of our Directors.
  
  The Board, taking into account the views of the NC, considers that diversity of the Board in terms of, inter alia, gender, geographical background and experience, skills and experience and age, will contribute to the quality of its decision-making process and serve the needs and plans of the Group.
  

• Principle 3: Chairman and Chief Executive Officer

  
  

  The Chairman of the Board (the “Chairman”) and the Chief Executive Officer of the Company are separate persons, each carrying out their respective roles as Chairman and Chief Executive Officer of the Company, in alignment with Principle 3 of the Code which calls for a clear division of responsibilities and an appropriate balance of power and authority between the leadership of the Board and management.

  The Chairman is non-executive and is not related to the Chief Executive Officer of the Company. There is no business relationship between him and the Chief Executive Officer of the Company.
  
  The division of responsibilities between the Chairman and the Chief Executive Officer of the Company is clearly set out in writing. Having clarity of their respective responsibilities and separating the respective roles avoids concentration of power, ensures a degree of checks and balances, increases accountability and ensures greater capacity of the Board for independent decision making.
  
  The Chairman provides leadership to the Board by:
  
  (a) setting the right ethical and behavioural tone and desired organisational culture;
  (b) ensuring the Board’s effectiveness by, among other things, promoting a culture of openness and debate at Board meetings and maintaining high standards of corporate governance and transparency;
  (c) overseeing the establishment and maintenance of a framework of prudent and effective controls to enable risks to be assessed and managed; and
  (d) ensuring that an appropriate balance is maintained between the interests of shareholders and other material stakeholders of the Company such as customers, employees and regulators.
  
  The Chairman ensures that the Board is properly organised and functions effectively to meet its obligations and responsibilities. This includes ensuring, with the support of the Company Secretary, that Directors are provided with clear, complete and timely information to enable them to make sound, informed decisions.
  
  The Chairman also sees to it that there is effective communication to and with shareholders, financial analysts and the media on critical issues that could significantly affect the reputation and standing of the Company and ensures that there is overall effective communication to and with shareholders on the performance of the Group. 
  
  The Chief Executive Officer
  The Chief Executive Officer of the Company provides strategic leadership and manages the Group to ensure that the mission, vision and core values of the Company are put into practice and executed in an effective, focused and sustainable manner. He is also responsible for leading, promoting and conducting the affairs of the Group with the highest standards of integrity, corporate governance and transparency. He leads Management, which includes the chief executive officers of each of the Group’s business divisions and reviews and implements the business direction, business plans and processes and the strategies for the Group as approved by the Board. The Chief Executive Officer of the Company works together with the Board to formulate such strategies, plans and processes. The Chief Executive Officer of the Company seeks business opportunities, drives new initiatives and is responsible for the operational performance of the Group as well as building and maintaining strong relationships with stakeholders of the Group. Key initiatives led by the Chief Executive Officer of the Company include:
  
  (a) leading the Group’s evolution amid changes brought by external factors, building resilient and sustainable business platforms, and strengthening the Group’s capabilities;
  (b) maintaining the Company’s active capital management discipline; and
  (c) driving organisation culture and developing the Company’s purpose. The Chief Executive Officer of the Company is also the Chairman of the Sustainability Development Committee (“SDC”). The SDC regularly monitors the sustainability priorities and initiatives of the Group and ensures the implementation of such initiatives.
  
  The Chief Executive Officer of the Company is accountable to the Board for the conduct and performance of the Group’s business operations. 
  
  Lead Independent Director
  Mr Ng Tat Pun, Chairman of the AC and NC, was appointed as Lead Independent Director of the Company on 8 January 2023.
  
  The Lead Independent Director provides leadership in situations where the Chairman is conflicted, chairs meetings in the absence of Chairman and works with the Chairman in leading the Board.
  
  The Lead Independent Director acts as an additional conduit to the Board for communicating shareholder concerns where the normal channels of communication, such as the Chairman or the Chief Executive Officer of the Company, is inappropriate or inadequate.
  
  The Lead Independent Director represents the independent Directors in responding to questions from shareholders that are directed to the independent Directors as a group.
  
  In addition, as disclosed above, the Lead Independent Director has the authority to call and lead meetings of the independent Directors and/or other non-executive Directors when necessary and appropriate without the presence of Management to provide a forum for the frank exchange of any concerns which may be difficult to raise in Management’s presence. Regular meetings of the independent Directors and/or other non-executive Directors were held during the year under review. The Lead Independent Director provides feedback to the Chairman of the Board as appropriate.

• Principle 4: Board Membership

  
  

  As at 30 September 2024, the NC is made up of the following Directors:

  • Mr Ng Tat Pun (Chairman)
  • Ms Suong Dao Nguyen (Member)
  • Mr Thapana Sirivadhanabhakdi (Member)

  A majority of the members of this Board Committee, including its Chairman, are independent and non-executive Directors. The Lead Independent Director, Mr Ng Tat Pun is the Chairman of the NC.

  The NC is guided by written Terms of Reference, which are approved by the Board. The Terms of Reference clearly set out the authority and duties of the NC.
  
  The responsibilities of the NC include:
  
  (a) establishing a formal and transparent process for the appointment and re-appointment of Directors, taking into account the need for progressive renewal of the Board;
  (b) assessing annually the effectiveness of the Board as a whole, and that of each of its Board Committees and individual Directors;
  (c) reviewing the structure, size, composition of the Board (including gender, skills, experience, qualifications and other aspects of diversity as are relevant to the Company) and reviewing independence of the Board and its Board Committees and recommending to the Board such adjustments as it may deem necessary;
  (d) reviewing and making recommendations to the Board on the succession plans for the Directors, the Chairman of the Board and the key management personnel (including the Chief Executive Officer of the Company and the chief executive officers of each of the Group’s business divisions);
  (e) reviewing and making recommendations to the Board on training and professional development programmes for the Board and the Directors; and
  (f) determining the independence of Directors.
  
  Independence
  The NC determines the independence of each Director annually and as and when circumstances require, based on the definitions set out in the SGX-ST Listing Manual and the guidelines of independence set out in the Code and its accompanying Practice Guidance. The NC provides its views to the Board for the Board’s consideration.
  
  Directors are expected to disclose any relationships with the Company, its related corporations, its substantial shareholders or its officers which may affect their independence, as and when they arise. In particular, the independent Directors complete an independence declaration form each year which is then reviewed by the NC.
  
  Based on the declarations of independence of the Directors and having regard to the circumstances set forth in Listing Rule 210(5) (d) of the SGX-ST Listing Manual, Provision 2.1 of the Code and the accompanying Practice Guidance and based on the review and recommendations of the NC, the Board has determined the independence status of each Director holding office as at 30 September 2024 as follows:
  

  • Mr Charoen Sirivadhanabhakdi¹ (Non-Independent)
  • Mr Ng Tat Pun (Independent)
  • Mr Chan Heng Wing (Independent)
  • Mr Charles Mak Ming Ying (Independent)
  • Dr Sujittra Sombuntham
  • Ms Suong Dao Nguyen (Independent)
  • Mr Koh Poh Tiong² (Non-Independent)
  • Mr Thapana Sirivadhanabhakdi³ (Non-Independent)
  • Mr Sithichai Chaikriangkrai⁴ (Non-Independent)

  1  Mr Charoen Sirivadhanabhakdi (“Mr Charoen”) is a substantial shareholder of the Company as he is directly or indirectly interested in not less than five percent (5%) of the total voting shares in the Company through his interests in TCC Assets Limited (“TCCA”) and Thai Beverage Public Company Limited (“ThaiBev”). As at 30 September 2024, TCCA has a direct interest of 17.61% in the Company and ThaiBev, through its indirect wholly-owned subsidiary InterBev Investment Limited, holds a 69.64% interest in the Company.
  2 Mr Koh Poh Tiong is also an adviser to the Board and has received compensation for the provision of advisory services other than Director’s fees.
  3 Mr Thapana Sirivadhanabhakdi, being the son of Mr Charoen and the late Khunying Wanna Sirivadhanabhakdi, is an immediate family member of a substantial shareholder of the Company.
  4  Mr Sithichai Chaikriangkrai is a Vice Chairman of the Executive Committee of ThaiBev.
  
  Board Succession Planning
  With a view to ensuring orderly succession and renewal of the Board, the NC reviews and makes recommendation to the Board on succession plans for the Directors. The process for the selection, appointment and re-appointment of Directors takes into account the composition and progressive renewal of the Board and Board Committees. In this regard, the Board has put in place processes for the renewal of the Board and the selection of new directors so that the experience of longer serving directors can still be relied upon while tapping into the new perspectives and insights which new appointees bring to the Board.
  
  Process and Criteria for Appointment of New Directors
  The NC also takes the lead in identifying, evaluating and selecting suitable candidates for appointment as Directors. In its search and selection process, the NC considers factors such as the ability of the prospective candidate to contribute to discussions, deliberations and activities of the Board and Board Committees. The NC also takes into account the Company’s strategic priorities and the factors and trends affecting the long-term success of the Company. The NC also reviews the composition of the Board, including the mix of expertise, skills and attributes of existing Directors, so as to identify additional and/or desired competencies to supplement the Board’s existing attributes. Where it deems necessary or appropriate, the NC may broaden the candidate pool by tapping on its networking contacts and/or engage external professional head-hunters to assist with identifying and shortlisting suitable candidates. In order to ensure that a diverse slate of candidates is presented for the NC’s and the Board’s consideration, the NC will also take into consideration whether a candidate had previously served on the board of companies with adverse track records or a history of irregularities and assess whether a candidate’s resignation from the board of any such company would cast any doubt on his or her ability to act as a Director of the Company. To facilitate shareholders’ and investors’ understanding of its nomination process, the Company will also disclose the channels used in the search and nomination process for identifying appropriate candidates and the channel via which the eventual appointee was found, and the criteria used to identify and evaluate the candidates.
  
  The NC reviews all nominations for appointments and re-appointments to the Board and to Board Committees and submits its recommendations for approval by the Board, taking into account, among other things, the succession plans for Directors, whether Directors (including those who hold multiple board representations and other principal commitments) are able to and have been able to contribute and devote sufficient time to discharge their responsibilities adequately and identifying the balance of skills, knowledge and experience required for the Board to discharge its responsibilities effectively. The NC also reviews nominations and appointments of alternate Directors.
  
  Process and Criteria for Re-Appointment of Existing Directors
  The Company’s Constitution provides that at least one-third of its Directors shall retire from office and are subject to re-election at every Annual General Meeting of the Company (“AGM”). All Directors are required to retire from office at least once every three years.
  
  The NC will assess and evaluate whether Directors retiring at each AGM are properly qualified for re-appointment by virtue of their skills, experience and contributions. Newly appointed Directors during the year must also submit themselves for retirement and re-election at the next AGM immediately following their appointment. The shareholders approve the appointment or re-appointment of Board members at the AGM.
  
  Where Directors step down from the Board, cessation announcements providing detailed reason(s) for the cessation are released on SGXNet in compliance with the requirements of the SGX-ST Listing Manual.
  
  Review of Director’s Time Commitments
  The NC also appraises the performance of the Board as a whole, and the contribution of each Director to the effectiveness of the Board.
  
  The NC determines annually whether Directors who hold multiple board representations and other principal commitments are able to and have been devoting sufficient time and attention to carry out their duties and discharge their responsibilities adequately. As part of this review, the NC assesses whether Board members have been and are able to:
  
  (a) effectively manage their directorships and principal commitments and make the substantial time commitments required to contribute to the Board;
  (b) carry out their duties adequately; and
  (c) fulfil their responsibilities and duties to the Company and its shareholders
  
  Instead of prescribing a maximum number of directorships and/or other principal commitments that each Director may have, the NC adopts a holistic assessment of each Director’s individual capacity and circumstances to carry out his or her duties, taking into consideration not only the number of other board and principal commitments held by each Director, but also the nature and complexity of such commitments.
  
  In determining whether each Director is able to devote sufficient time to discharge his or her duties as a director of the Company, the NC considers the commitment, conduct and contributions by each Director to and during meetings of the Board and relevant Board Committees (including attendance, meaningful participation, candour and rigorous decision making at such meetings).
  
  The personal capabilities of Directors are holistically assessed and taken into account. Having regard to each Director’s attendance record and degree of participation at Board and Board Committee meetings during the year, the NC is of the view that each Director has been able to effectively discharge his or her duties as a Director of the Company by being able to participate in meetings, devote sufficient time and attention to the affairs of the Company. The NC is therefore satisfied that during the year, where a Director had a significant number of other company board representations and/or other principal commitments, the Director nevertheless was able to effectively carry out and had been adequately carrying out his or her duties as a Director of the Company.
  
  Details of other directorships (including listed company directorships) and other principal commitments of each of the Directors may be found here.
  
  Alternate Directors
  As at 30 September 2024, the Board has three alternate Directors who have been appointed as alternates to three non-independent Directors. Mr Kosit Suksingha is the alternate Director to Mr Thapana Sirivadhanabhakdi, Mr Michael Chye Hin Fah is the alternate Director to Mr Koh Poh Tiong and Mr Prapakon Thongtheppairot is the alternate Director to Mr Sithichai Chaikriangkrai.
  
  The NC has assessed the qualifications, skills and experience of Mr Michael Chye Hin Fah, Mr Kosit Suksingha and Mr Prapakon Thongtheppairot and is satisfied that the alternate Directors have the requisite business expertise and financial background to be able to serve as alternate Directors and contribute effectively to the Board. Based on the review and recommendations of the NC, the Board has approved the appointment of the alternate Directors.
  
  Key information on the Directors is set out here.

• Principle 5: Board Performance

  
  The NC is tasked with making recommendations to the Board on the process and objective performance criteria for evaluation of the performance of the Board as a whole, and of each of the Board Committees separately, and the individual Directors.
  
  The Board, with the recommendation of the NC, has approved the objective performance criteria and implemented a formal process for assessing on an annual basis:
  
  (a) the effectiveness of the Board as a whole and its Board Committees separately; and
  (b) the contribution by the Chairman and each individual Director to the effectiveness of the Board.
  
  As part of the Board evaluation process, each Director is required to complete a Board evaluation questionnaire, a Board Committee evaluation questionnaire and an individual Director self-evaluation questionnaire (“the Questionnaires”). The Questionnaires have been designed to assess the current effectiveness of the Board and Board Committees and to support the Chairman and the Board in proactively considering improvements to enhance the Board’s readiness to address emerging strategic priorities of the Group as a whole.
  
  The objective performance criteria covered in the Board evaluation exercise include the following key segments:
  
  (a) Board composition (including an evaluation of independence, board size and diversity);
  (b) Strategy and performance (including an evaluation of sufficient time spent on critical oversight and guiding performance);
  (c) Governance (including an evaluation of the system in place to review the adequacy and effectiveness of internal controls and risk management and an evaluation of effective measures to anticipate and address ESG factors);
  (d) Talent management and succession planning; and
  (e) Director development and training. 
  
  Directors can also provide general comments and input on issues which may or may not fall under the above-mentioned categories by addressing other specific areas where improvements can be made.
  
  The Board Committee evaluation questionnaire and the individual Director self-assessment questionnaire aim to assess whether each Director is able to devote sufficient time and attention, contribute effectively to the Board, and demonstrate commitment to his or her roles on relevant Board Committees (if any).
  
  For the financial year ended 30 September 2024, the outcome of the evaluation was generally affirmative across the evaluation categories. The responses to the Questionnaires and feedback from the Directors will be consolidated into a report and taken into consideration by the NC and where appropriate, necessary follow-up actions will be undertaken with a view to improving the overall effectiveness of the Board in fulfilling its role and meeting its responsibilities to shareholders.
  
  The NC Chairman will, where necessary, provide feedback to the Directors with a view to improving Board performance and, where appropriate, the NC Chairman will propose changes to the composition of the Board.
  
  Based on the NC’s review, the Board and the various Board Committees operate effectively and each Director is able to fulfil his or her roles in contributing to the overall effectiveness of the Board.