Report of the Nomination and Governance Committee

The Nomination and Governance Committee comprises Three (3) members. The Committee is chaired by Mr S Renganathan with Corporate Services (Private) Limited serving as the Secretaries to the Committee. The Group Chief Executive Officer and Group Chief Financial Officer attend meetings by invitation. The Committee’s Charter adheres to international best practices and undergoes an annual review to incorporate current developments and other necessary considerations.

Composition

Mr S Renganathan (Chairman) Independent Non-Executive

Mr A Cabraal (Member) Independent Non-Executive

Mr G Sathasivam (Member) Non-Independent Non-Executive

Key Areas of Focus

• The Committee evaluates and recommends the appointment and re-appointment of Directors to the Board and its Committees, considering their contributions, qualifications, and external commitments.
• It establishes transparent procedures for the selection, evaluation, and appointment/re-appointment of Directors, ensuring gender diversity and industry-specific qualifications.
• The Committee advises the Board or the Chairperson on appointments, including the selection of a Chairperson in case of a vacancy, and develops succession plans for Board and Key Management Personnel.
• It oversees the annual evaluation of the Board and CEO performance, reviews the Board and Committee structures, and recommends the corporate governance framework and policies to align with regulatory requirements and best practices.
• The Committee reviews and recommends the Corporate Governance Statement, ensures compliance with governance policies, and advises on indemnity and insurance cover for directors and key management personnel, with members abstaining from decisions about their own appointments.

PURPOSE/OBJECTIVES OF THE COMMITTEE

The Sunshine Holdings PLC Board Nominations & Governance Committee will assist the Board of Directors to fulfil its responsibility by overseeing that:

1. The Board and boards of relevant Sunshine Holdings and its subsidiaries comprise individuals best able to discharge the responsibilities of Directors; and
2. Corporate governance arrangements are appropriate, having regard to the compliance to all regulations and the Board’s aspirations for excellence in corporate governance standards.

EVALUATION OF THE COMMITTEE

The Committee carries out a self-evaluation of the performance and effectiveness of the Committee.

Report of Committee

The Nomination and Governance Committee plays a critical role in the governance framework of the Group, with a mandate to oversee the nomination and governance policies. This includes evaluating and recommending the appointment and re-appointment of Directors to the Board and its Committees, and ensuring that these processes are transparent and in line with best practices.

The Committee also focuses on the criteria for Director Selection, considering academic and professional qualifications, skills, industry-specific requirements, and ensuring gender diversity. It is responsible for developing succession plans for Board and Key Management Personnel, and for reviewing and recommending updates to the corporate governance framework to align with regulatory requirements and best practices.

In addition to these responsibilities, the Committee oversees the periodic annual evaluation of Board and CEO performance, ensuring effective discharge of responsibilities. It also reviews the Board and Committee structures, sizes, and compositions to ensure effective governance.

The Chairperson of the Committee reports on developments and updates the Board on various matters since the last Board meeting, as relevant and requested.

On behalf of the Nominations and Governance Committee.

S Renganathan
Chairman
Nomination and Governance Committee
30 May 2024