BOARD DIVERSITY POLICY

1. BACKGROUND

 

The Code of Corporate Governance 2018 (the "Code") recommends that listed companies set up a policy with regard to the diversity of the board of directors in the Company (“Board”).

 

The Board is of the opinion that board diversity provides the Company with more comprehensive and diverse views in terms of the decision-making process. A more robust decision-making process contributes to the more sustainable development of the Company.

 

2. PURPOSE 

 

This Policy aims to set out the approach that the Company will take in order to achieve continuing strong business performance through the promotion of diversity on the Company’s Board of Directors (the “Board”) and subsequently amongst the management of the Company.

 

This policy applies to the Board of the Company.

 

The Company recognizes and embraces the importance and benefits of having a diverse Board to enhance the quality of its performance. It is accordingly committed to promoting diversity on the Board. 

 

3. POLICY STATEMENT 

 

3.1 With a view to achieving sustainable and balanced development, the Company sees diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. In designing the Board’s composition, Board diversity has been considered from a number of aspects, including but not limited to the following:

  • gender;
  • age;
  • nationalities;
  • ethnicity;
  • cultural background;
  • educational background;
  • professional experience;
  • skills;
  • industry knowledge; 
  • independence; and 
  • length of service.  

3.2 All director appointments will be based on meritocracy and competency, the candidates will be considered against objective criteria, having due regard for the benefits of diversity and needs on the Board and to serve in the best interest of the Board and shareholders of the Company as a whole.

 

3.3 Any search firm engaged to assist the Board or a committee of the Board in identifying candidates for appointment to the Board will be specifically directed to include diverse candidates and women candidates in particular.

 

3.4 The Board shall execute, among others, the following:

  • Foster an inclusive culture where differences are understood, respected, and valued.
  • Develop objectives, evaluate and critically assess progress at least on an annual basis. The evaluation shall be measured against internal and appropriate external targets.

In the execution of the above, the Company shall develop recruitment protocols and eliminate biases so that it can bring in the best people regardless of differences such as gender, ethnicity, age, and length of service.

 

4. MEASURABLE OBJECTIVES 

 

The selection of candidates will be based on a range of diverse perspectives as mentioned above. The ultimate decision will be based on the merit and contribution that the selected candidates will bring to the Board. The Board’s composition (including gender, age, length of service) will be disclosed in the Corporate Governance Report annually. 

 

5. MONITORING AND REPORTING 

 

The Nominating Committee (“NC”) is (among other things) responsible for: 

  • developing, reviewing, and recommending to the Board a policy formalizing its approach to diversity obligations and the Board composition (including gender, ethnicity, age, length of service);
  • ensuring that prior to new Board appointments, a full assessment of the candidates is undertaken to assess the necessary and desirable core competencies of Directors so that an appropriate balance of skills, experience, expertise, and diversity is maintained, and that the Board is able to discharge its responsibilities effectively; and
  • ensuring that the board diversity objectives are adopted in board recruitment, board performance evaluation, and succession planning processes.

The NC will report to the Board on: 

  • initiatives undertaken by the Board in relation to board diversity and to achieve the Measurable Objectives stated above; 
  • progress in achieving the Measurable Objectives; and 
  • make recommendations to the Board regarding the Measurable Objectives. 

The Board will ensure that appropriate disclosures are made in the Annual Report regarding Board Diversity.

 

The NC will report annually, in the Corporate Governance Report, on the Board’s composition under diversified perspectives, and monitor the implementation of this Policy. 

 

The Board’s composition (including gender, age, experience, and length of service) will be disclosed in the Corporate Governance Report annually.

 

6. REVIEW OF THIS POLICY 

 

The NC will review this Policy from time to time, as appropriate, to ensure its effectiveness of this Policy. The NC will also discuss any revisions that may be required, and recommend any such revisions to the Board for consideration and approval. 

 

7. DISCLOSURE OF THIS POLICY 

 

This Policy will be published on the Company’s website for public information. 

 

A summary of this Policy together with the measurable objectives set for implementing this Policy and the progress made towards achieving those objectives will be disclosed in the Corporate Governance Report annually.