| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Feb 28, 2023 22:22 |
| Status | New |
| Announcement Sub Title | Appointment of Mr Mark Gainsborough as Independent Chairman |
| Announcement Reference | SG230228OTHRRR1F |
| Submitted By (Co./ Ind. Name) | Tan Yah Sze |
| Designation | Joint Company Secretary |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Mr Mark Gainsborough as Independent Chairman of the Board of Directors (the "Board") of Sembcorp Marine Ltd (the "Company"), Chairman of Nomination and Remuneration Committee ("NRC"), Chairman of Transformation Committee ("TC"), Member of Audit and Risk Committee ("ARC") and Member of Corporate Social Responsibility Committee ("CSR") |
| Additional Details | |
| Date Of Appointment | 28/02/2023 |
| Name Of Person | Mark Gainsborough |
| Age | 63 |
| Country Of Principal Residence | United Kingdom |
| The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) | As described in the Circular to Shareholders dated 31 January 2023 in relation to the proposed combination of the Company and Keppel Offshore & Marine Ltd (the "Proposed Combination"), Mr Gainsborough has been appointed as a director of the Company upon completion of the Proposed Combination on 28 February 2023. |
| Whether appointment is executive, and if so, the area of responsibility | Non-executive. |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | NRC Chair, TC Chair, ARC Member and CSR Member |
| Professional qualifications | - Master's degree in Environmental Policy - Bachelor of Science degree in Psychology - Fellow of the UK Energy Institute |
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries | In September 2021, Mr Gainsborough was engaged as an independent adviser to Temasek Holdings (Private) Limited, a controlling shareholder of the Company, under an advisory agreement. The advisory agreement has since been terminated. |
| Conflict of interests (including any competing business) | None |
| Working experience and occupation(s) during the past 10 years | - 2009 to 2020, Royal Dutch Shell; Executive Vice President - 2020 to Present, Low Carbon Advisors; Chairman and Co-Founder |
| Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6)) | Yes |
| Shareholding interest in the listed issuer and its subsidiaries? | No |
| # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8). | |
| Past (for the last 5 years) | - Corvus Energy A.S, Board Member - European Petroleum Industry Association, Board Member - Low Carbon Vehicle Partnership, Board Member |
| Present | - Green Mantra Recycling, Technologies Ltd., Board Member - Greenko Energy Holdings, Board Member - Husk Power Systems Inc., Board Member - Low Carbon Advisors Pte. Ltd., Director - NZE50 Consulting Ltd, Director - Off The Line Vineyard Ltd., Director |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? | No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? | No |
| (c) Whether there is any unsatisfied judgment against him? | No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? | No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? | No |
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? | No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? | No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? | No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? | No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :- | |
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or | No |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or | No |
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or | No |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? | No |
| Any prior experience as a director of an issuer listed on the Exchange? | No |
| If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange | Mr Gainsborough does not have prior experience in being a director of an issuer listed on the Exchange, and has undertaken to attend the mandatory training as prescribed by the Listing Manual within one year from his appointment to the Board. |