3. external help (for example, the SID, search consultants or advertisements) may be used to source for potential candidates if need be. Directors and management may also make suggestions; 4. the NRC meets the shortlisted candidate(s) to assess suitability based on the skills required and skills represented on the Board and whether the candidate’s skills, knowledge and professional experience will complement the existing Board, and whether he/she is a fit and proper person for the office in accordance with the Guidelines on Fit and Proper Criteria issued by the MAS (which requires the candidate to be, amongst other things, competent, honest, to have integrity and be financially sound). The NRC will also ensure that the candidate(s) is/are aware of the expectations and the level of commitment required of the proposed directorship; and 5. the NRC makes recommendations to the Board for approval. In reviewing succession plans, the Board has in mind the Manager’s strategic priorities and the factors affecting the longterm success of the Manager. Further, the Board aims to maintain an optimal Board composition by considering the trends affecting the Manager, reviewing the skills needed and identifying gaps, including considering whether there is an appropriate level of diversity of thought. A skills matrix is also maintained for the Board and reviewed by the NRC and Board annually. In addition, the Board considers different time horizons for succession planning as follows: (i) long-term planning, to identify competencies needed for the Manager’s strategy and objectives; (ii) medium-term planning, for the orderly replacement of Board members and key management personnel, and (iii) contingency planning, for preparedness against sudden and unforeseen changes. Review of Directors’ Ability to Commit Time Provision 4.5 of the CG Code requires listed companies to disclose the listed company directorships and principal commitments of each Director in the Annual Report and where a Director holds a significant number of such directorships and commitments, it provides the Board’s reasoned assessment of the ability of the Director to diligently discharge his/ her duties. The Board believes that it is not practicable to impose a limit on the maximum number of listed company board representations each Director may hold or stipulate the amount of time that each Director should devote to the affairs of the Manager. The effectiveness of the Board and contributions of each Director cannot be assessed solely on a quantitative basis. However, Directors are required to pre-notify/consult the Board Chairman and the Manager before taking on any new directorship or principal commitment to ensure the new commitment does not create or give rise to a potential, actual or perceived conflict of interest. None of the Directors serve together on the board of another listed company. The number of listed company directorships and principal commitments of each Director, such as whether they are in fulltime employment and the nature of their other responsibilities, are considered on a case-by-case basis and taken into account in the NRC’s and the Board’s assessment of the ability of each Director to diligently discharge his/her duties as a Director. A Director with multiple directorships and significant commitments is expected to ensure that sufficient attention can be given to the affairs of the Manager. A Director’s capacity is determined by metrics such as his/her attendance at Board and Board Committee meetings and contributions to the effective supervision of MUST. By taking the above measures, the practices of MUST remain consistent with the aims and philosophies of Principle 4 of the CG Code. Each Director is or has been a senior executive and has knowledge about, and/or experience in, serving as Director of listed corporations. Further, each of the Directors confirms that he/she is able to devote sufficient time to discharge his/her duties as Director of the Manager. The Directors’ listed company directorships and principal commitments are disclosed on pages 16 to 18 of this Annual Report and their attendance records for FY2024 are set out on page 115 of this Annual Report. Alternate Director Alternate directors will only be approved in exceptional circumstances. To date, the Manager has no alternate directors on the Board. Board Diversity The Board seeks to ensure that the composition of the Board provides an appropriate balance and diversity of skills, experience and knowledge of the industry and that the Directors, as a group, have the necessary core competencies relevant to MUST’s business. Diversity in the Board’s composition not only contributes to the quality of its decision-making through diversity of perspectives in its boardroom deliberations, the varied backgrounds of the Directors also enable management to benefit from their respective expertise and diverse backgrounds. ANNUAL REPORT 2024 | 121
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