Board Committees

THE AUDIT COMMITTEE

OVERVIEW OF THE BOARD

The Board is responsible for ensuring that the Group and its businesses comply with applicable regulatory requirements and uphold the high standards of corporate governance, with the objective of safeguarding and enhancing shareholders’ value. In discharging its fiduciary duties and acting in the best interests of the Group, the Board actively undertakes key responsibilities, including reviewing the Group’s strategic plans and internal controls, overseeing sustainable business practices, managing risks, and ensuring effective succession planning.

The Board comprises individuals with diverse backgrounds, skill sets and expertise. Guided by the Board Charter - which outlines its purpose, composition, key roles, principal responsibilities and internal procedural matters - the Board is well‑equipped to discharge its responsibilities effectively. Specific delegations and duties have been assigned to the Audit Committee (“AC”), Nomination and Remuneration Committee (“NRC”), Risk Management Committee (“RMC”) and Sustainability Committee (“SC”).

On 9 May 2025, the Group appointed Pauline Lim Maan Heong as the new Non-Independent Non Executive Director and as a member of the Nomination and Remuneration Committee, succeeding Chan Po Kei Kay who retired on 7 May 2025. On 3 June 2025, Alan Choi was appointed as the new Non Independent Non-Executive Director and as a member of the Audit Committee, succeeding Gavin Stuart Brockett who retired on the same day.

THE RISK MANAGEMENT AND SUSTAINABILITY COMMITTEE

The RMSC oversees the risk management and compliance framework, policy and activities as well as reviews the sustainability initiatives and related matters within the Group. The committee comprises two Non-Executive Directors and one Executive Director, with the majority represented by Independent Directors, including the Chairman.

SUMMARY OF WORK PERFORMED BY RISK MANAGEMENT AND SUSTAINABILITY COMMITTEE

The activities undertaken by RMSC during FY 2025 were as follows:

• Reviewed the Group’s Risk Management Framework and policies for the Board’s approval and adoption, with periodic assessments of their effectiveness and continued relevance.

• Reviewed the quarterly risk updates and provided recommendations to the Board about monitoring principal risks and the corresponding risk-mitigating plans. The RMSC also conducted regular assessment to identify any new and emerging risk.

• Made recommendations to the Board concerning risk appetite and risk tolerance. In addition, the  RMSC ensured that key risks were adequately monitored and managed within the tolerance levels acceptable to the Board.

• Reviewed and reported to the Board on significant issues arising from the risk management activities and the corresponding mitigating actions taken by the Group. Key matters discussed during the year included but not limited to health and safety initiatives, upgrading of the ammonia plant, human labour rights related matters, business continuity framework, change in ERP system and cybersecurity updates.

• Had oversight of the implementation of the sustainability framework, policies and strategies, as well as ESG initiatives across the Group to meet market and global expectations. Reviewed key updates concerning ESG developments and results of ESG integration into the Group’s operations and principles, as part of building a sustainable business model.

• Reviewed and monitored the Group’s ESG targets and key performance indicators. Reported timely to the Board on any current and emerging topics about ESG subject matters that could materially affect the business, performance, or reputation of the Group.

• Reviewed and endorsed the Statement of Assurance on the Sustainability Statement for FY2025, providing the Board with limited assurance that certain indicated ESG subject matters were already subject to an internal review process.

• Reviewed the anti-bribery and anti-corruption risks relating to the Group and the corresponding mitigating activities.

• Reviewed the updates to compliance activities in the quarterly report prepared by the Legal & Compliance Director, which included updates on Speak Up cases.

• Reviewed sustainability reporting updates, including progress made toward adopting ISSB IFRS S1 and S2 requirements.

THE NOMINATION & REMUNERATION COMMITTEE

The Board, through the Nomination & Remuneration Committee (“NRC”), conducts an annual Board and Directors Effectiveness Evaluation. For FY2025, the Board has engaged the Institute of Corporate Directors of Malaysia (“ICDM”) as an external independent party to conduct the Board and Directors Effectiveness Evaluation in line with Practice 6.1 of the Malaysian Code on Corporate Governance (MCCG) 2021.