The Board of Directors plays a critical role in corporate governance by setting the Company’s strategic direction, overseeing accountability, and protecting the interests of shareholders and stakeholders. The Board is responsible for setting the long-term vision, overseeing financial performance and enterprise risk management, while upholding business ethics and ensuring regulatory compliance. It also drives the Company’s sustainability efforts by promoting a balance between business growth and social and environmental responsibility. An effective Board strengthens the Company’s resilience and builds trust among all stakeholder groups, contributing to long-term value creation.

All directors are appointed through a nomination process that considers legal qualifications and criteria set forth by the Securities and Exchange Commission (SEC). The Nomination and Remuneration Committee has established clear guidelines and procedures to ensure an effective board selection process. This aims to secure a board comprising individuals with the qualifications, knowledge, competencies, and diverse experiences aligned with the Board Skill Matrix, without discrimination or restriction based on gender, age, race, or religion. Directors must also possess integrity, honesty, and strong ethical values to effectively carry out their governance duties, thereby fostering balanced and sustainable value creation for the Company and all stakeholders.

As of 31 December 2024, the Company’s Board of Directors comprised a total of nine members, consisting of two executive directors, and seven non-executive directors, which accounted for 77.78% of the total number of board members. Six independent directors accounted for 66.67% of the total number of board members.  The Board was composed of six male directors and three female directors, with women representing 33.33% of the total Board composition.

As the Chair of the Board is not an independent director and concurrently serves as the Acting Chief Executive Officer, the Company has implemented a system of checks and balances between the Board and Management. This includes increasing the proportion of independent directors to ensure that they constitute more than half of the Board, thereby enhancing independent perspectives. In addition, an independent director has been assigned to co-determine the Board meeting agendas.