Annual Report 2024

129 2024 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, each possessing relevant skills, industry knowledge, first-hand experience and diverse perspectives, all of which are essential to the businesses of the Group. As of 31 December 2024, the Board comprised 16 members, including six Independent Non-executive Directors, nine Non-executive Directors and one Executive Director. The day-to-day management of the Group’s businesses is entrusted 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 2024 are stated below: Independent Non-executive Directors Non-executive Directors Executive Director Total Board of Directors 6 9 1* 16 Board Committees: Standing Committee 3 4 1* 8 Audit and Risk Management Committee 4 1 – 5 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 act as custodians of the governance processes, scrutinising the Management’s performance in meeting the agreed corporate goals and objectives. They contribute by, among other things, 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. Non-executive Directors are appointed for a term of three years. A mechanism has been put in place to ensure that independent views and input are available to the Board. The implementation and effectiveness of this mechanism are reviewed on an annual basis. Independent Non-executive Directors critically and objectively review 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 clearly identified by their names 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.