Annual Report 2023

131 2023 Annual Report Transport International Holdings Limited The Board of Directors Board Composition The composition of the Board represents a balance of high-calibre executive and non-executive directors possessing relevant skills, industry knowledge, first-hand experience and a diversity of perspectives which are essential to the businesses of the Group. As of 31 December 2023, the Board comprised 15 members, including five Independent Non-executive Directors, nine Non-executive Directors and one Executive Director. Day-to-day management of the Group’s businesses is delegated to the Senior Management under the supervision of four designated Board Committees: the Standing Committee, the Audit and Risk Management Committee, the Remuneration Committee and the Nomination Committee. The Board of Directors and the Board Committees are chaired by Independent Non-executive Directors. The compositions of the Board and Board Committees on 31 December 2023 are stated below: Independent Non-executive Directors Non-executive Directors Executive Director Total Board of Directors 5 9 1* 15 Board Committees: Standing Committee 3 4 1* 8 Audit and Risk Management Committee 3 1 – 4 Remuneration Committee 3 2 – 5 Nomination Committee 2 1 – 3 * The Managing Director While the Non-executive Directors are not involved in the day-to-day management of the Group’s businesses, they serve as custodians of the governance process by scrutinising the performance of the Management in meeting agreed corporate goals and objectives. Their contribution is made, among other ways, by attending Board meetings, at which they provide independent views on various matters relating to the Group’s strategy, policy, performance, accountability, resources, key appointments and standards of conduct. The terms of appointment of Non-executive Directors is three years. A mechanism is established to ensure that independent views and input are available to the Board and the implementation and effectiveness of such mechanism is reviewed on an annual basis. Independent Non-executive Directors review critically and objectively issues that come before the Board. In particular, they ensure that the general interests of shareholders are fully considered by the Board. They also check that connected transactions and other issues are subject to impartial and thorough contemplation by the Board. Independent Non-executive Directors are identified in all corporate communications. Pursuant to Rule 3.13 of the Listing Rules, the Company considers all Independent Non-executive Directors to be independent, as all of them have confirmed their independence in writing to both the Stock Exchange and the Company. The Company complies with the requirement in the Listing Rules that at least one-third of the Board members should be Independent Non-executive Directors. In accordance with Mandatory Disclosure Requirement B(h) of Appendix C1 to the Listing Rules, the relationship between members of the Board is disclosed in the Directors’ Profiles section of the Annual Report.