Corporate Governance Report 64 STRENGTH IN UNITY The board of directors of the Company (the "Board”) is pleased to present this corporate governance report setting out a discussion of the corporate governance practices adopted and observed by the Group. CORPORATE GOVERNANCE PRACTICES The Group is committed to achieving high corporate governance standards to safeguard the interests of its stakeholders. The Company has applied the principles in the Corporate Governance Code (“CG Code”) in Part 2 of Appendix C1 of the Rules Governing the Listing Rules on the Stock Exchange by conducting its business by reference to the principles of the CG Code and emphasising such principles in the Company’s governance framework. It is in the opinion of the Directors that the Company has complied with all the code provisions as set out in the CG Code during the year ended 31 December 2023 (the “Year”). THE BOARD Board Compositions During the Year and as at the date of this annual report, the composition of the Board is as follows: Executive Directors Mr Jinchu SHEN (Group Co-founder and Co-CEO) Mr Stuart GIBSON (Group Co-founder and Co-CEO) Non-executive Directors Mr Jeffrey David PERLMAN (Chairman of the Board) Mr Charles Alexander PORTES (Group Co-founder) Mr Wei HU (retired at the AGM held on 7 June 2023) Mr Hwee Chiang LIM Dr Kwok Hung Justin CHIU Mr Rajeev Veeravalli KANNAN Ms Joanne Sarah MCNAMARA (appointed on 1 January 2024) Independent Non-executive Directors Mr Brett Harold KRAUSE Mr Simon James MCDONALD Ms Jingsheng LIU Ms Serene Siew Noi NAH Ms Wei-Lin KWEE The biographical details of the Directors are set out in the “Board of Directors section” of this annual report. There is no financial, business, family or other material or relevant relationship between members of the Board. Chairman and Chief Executive Mr Jeffrey David Perlman, the Chairman of the Board and Non-executive Director of the Company, is responsible for the formulation of strategic directions and for the high level oversight of the management and operations of the Group. The role of chief executive is jointly assumed by Mr Jinchu Shen, the Executive Director, Group Co-founder and Co-CEO, and Mr Stuart Gibson, the Executive Director, Group Co-founder and Co-CEO. The Co-CEOs are responsible for the management and conduct of the Group’s business, overall risk control and daily business operation. There is a clear division of the management of the Board and the day-to-day management of business of the Company among the Chairman of the Board and the Co-CEOs, ensuring the existence of checks and balances mechanism in the exercise of power and decision-making process of the Board. Term of Appointment of Non-executive Directors Each of the Non-executive Directors and Independent Non-executive Directors has entered into a letter of appointment with the Company for a term of three years unless terminated by one month’s written notice.
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