OVERVIEW PERFORMANCE SUSTAINABILITY FINANCIALS APPENDIX 141 ANNUAL REPORT 2024 Board Orientation and Training All newly-appointed Directors receive letters of appointment explaining their roles, duties and obligations as a Director. The Group conducts orientation and induction programmes for new Directors, which include comprehensive briefings on Board structure and responsibilities, overall strategic business plans and direction for the Group, corporate governance practices, Group organisation structure and business activities, as well as financial performance of the Group. Site visits are organised for the Directors to familiarise themselves with the Group’s assets and to better understand its business operations, whenever appropriate. These measures also allow the new Directors to familiarise themselves with Management, thereby facilitating Board interaction and independent access to Management. If first-time Directors are appointed, the Group will provide training in areas such as accounting, legal and industry-specific knowledge as appropriate. The Board values ongoing professional development for all Directors. Directors are provided with opportunities for continual professional development in areas such as directors’ duties and responsibilities, changes to relevant laws, regulations and accounting standards and industry-related matters to keep them updated on regulatory requirements and matters that may affect or enhance their performance as Directors or Board Committee members. The Group reviews Directors’ training and professional development needs as appropriate. The Board is updated regularly on risk management, corporate governance, industry-specific information and the key changes in the relevant regulatory requirements and financial reporting standards, so as to enable Directors to properly discharge their duties as Board or Board Committee members. All training and seminars attended by the Directors in connection with their role as directors of the Company are arranged and funded by the Group. These are done through specially convened sessions, including training sessions and seminars conducted by external professionals, where relevant. To ensure that Directors can fulfil their obligations and to continually improve the performance of the Board, all Directors are encouraged to undergo continual professional development. In addition, Directors are also encouraged to attend training sessions conducted by the Singapore Institute of Directors to stay abreast of relevant developments in relation to financial, legal, and regulatory requirements. All such continual professional development and training sessions are also fully funded by the Group. Role of the Company Secretary Under the direction of the Executive Chairman and CEO, and Management, the Company Secretary ensures good information flow within the Board and the Board Committees, as well as between Management and the Non-Executive Directors. With the exception of the NRC meetings which are organised by the Human Resources Department (“HR”), the Company Secretary assists the Executive Chairman and CEO, and the Chairman of the other Board Committees in the administration of the Board and the Board Committees meetings. He attends these Board and Board Committees meetings, and prepares minutes of such meetings. In addition, the Company Secretary is responsible for ensuring that the Board procedures are observed and that relevant rules and regulations, including requirements of the Companies Act 1967 of Singapore (“Companies Act”), are complied with. The Company Secretary also liaises on behalf of the Group with the Accounting and Corporate Regulatory Authority and, when necessary, shareholders. The appointment and removal of the Company Secretary are subject to the Board’s approval. Independent Professional Advice Where the Board, whether as an individual Director or as a group, requires separate and independent professional advice to enable them to effectively discharge their duties, the Group will assist in appointing external professionals or in-house subject matter experts to present key topics to the Board such as legal and financial matters or otherwise. The cost of obtaining such professional advice will be borne by the Group. Internal Approvals The Group has established internal guidelines setting forth matters that require the Board’s approval, including business strategies and proposals, investment acquisitions and disposals, borrowings and financing arrangements, budgets, project development and capital and operating expenditures. Such matters which have been approved by the Board are clearly communicated to Management in writing. These internal guidelines are set out in the Financial Authority Limits (“FAL”), which provide clear guidelines on the approval matrix for all financial matters and ensure that appropriate controls and decision-making are consistently applied throughout the Group. The FAL is reviewed and updated periodically to ensure operational relevancy with respect to the changing needs of the Company and the Group as a whole. The Board approves the FAL and any changes thereto. Apart from matters that specifically require the Board’s approval, the Board has delegated its authority to approve major transactions (such as capital investments, acquisitions and disposals, capital expenditure and expenses) below certain threshold limits to the Executive Committee (“EC”) and Management. Approval sub-limits are also provided at the Management level to facilitate operational efficiency. Financial Reporting The Board is updated quarterly on the Group’s financial performance in respect of key operational activities. These reports provide explanations for material variances in financial performance in comparison with budgets and the actual performance of corresponding periods in the preceding year or quarter, as well as an updated full-year forecast. BOARD COMMITTEES To assist the Board in discharging its duties and responsibilities, the Board has delegated special authorities to the Board Committees, namely, the NRC, the Corporate Disclosure Committee (“CDC”) and the EC. The Board Committees have been constituted with clear written terms of reference approved by the Board, setting out their composition, authority, and duties, including reporting back to the Board, and may decide on matters within their respective terms of reference and applicable limits of authority. All terms of reference are reviewed and updated when necessary to ensure their continued relevance. Notwithstanding the delegation of authority to the Board Committees, the ultimate responsibility
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