and beverages. The Directors provide the Group with diverse views and a wealth of expertise, experiences and networks to draw upon. The Board’s decisions are based on diverse perspectives/insights and are made objectively in the best interests of the Company. The profiles of the Directors are set out on pages 189 to 193 in this Annual Report. III. Board Independence The presence of experienced Independent Non-Executive Directors has ensured proper check and balance in the Board, and provides unbiased and independent views, advice and judgement, besides playing key supporting roles. There is a clear division of responsibilities at the head of the Company. The Chairman and Group Executive Vice Chairman represent the Board to the shareholders and are responsible for the effective running of the Board. On 1 June 2025, Datuk Mark Victor Rozario was re-designated as a Non-Independent Non-Executive Director. Subsequently, on 2 October 2025, Mr Din Tan Yong Chia was re-designated as Deputy Group Chief Executive Officer (“DGCEO”). The Company announced the resignation of Ms Alice Dora Boucher as Independent Non-Executive Director on 10 February 2026. The Group Executive Vice Chairman and DGCEO are fully responsible for the effective running of the Group’s operations and the implementation of the Board’s policies and decisions. The positions of Chairman, the Group Executive Vice Chairman and DGCEO are held by three (3) different individuals. The clear demarcation of responsibilities between the Chairman, the Group Executive Vice Chairman and DGCEO ensure a balance of power and authority, such that no individual or small group of individuals can dominate the Board’s decision-making. This is to ensure that the authority is legally binding on the Board and the Management. It is mandatory for all members of the Board to declare any of their interests in the transactions undertaken by the Group. In such instances, the interested Director(s) and the person related to the interested Director(s) shall abstain from deliberation and the decision-making process. The Board has applied Practice 1.4 of the MCCG whereby the Chairman of the Board should not be a member of the Board Committee. Hence, Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun, the Chairman of the Board is not a member of any Board Committee of the Company. IV. Governance Model and Framework BOARD SHAREHOLDERS EXTERNAL AUDITORS • Group Executive Vice Chairman • DGCEO Risk Management and Sustainability Committee Nomination and Remuneration Committee Audit Committee Internal Audit Approve the appointment Recommends the appointment Governance Model Accountable Delegates Reports to Reports to Accountable AR 2025 | GOVERNANCE 202
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