OVERVIEW PERFORMANCE SUSTAINABILITY FINANCIALS APPENDIX 145 ANNUAL REPORT 2024 Duties of the Board The Board also ensures relevancy and compliance with good corporate governance and best practices. In particular, the Board: • reviews significant financial reporting issues and key areas of management judgment so as to ensure the integrity of the financial statements of the Group; • reviews, at least annually, the adequacy and effectiveness of the Group’s internal controls, including financial and accounting, operational and compliance; • reviews the effectiveness, independence and adequacy of the internal audit (“IA”) function, the scope and results of the audit reviews, the annual IA plan (the “IA Plan”) and the IA reports, including the adequacy of IA resources and its appropriate standing within the Group; • oversees the implementation of the improvements required on internal control weaknesses identified and ensures that Management provides the necessary cooperation to enable the internal auditors to perform their function; • reviews the scope and results of the external audit, the audit reports and the independence and objectivity of the external auditors taking into consideration the requirements under the Accountants Act 2004 of Singapore, including but not limited to, the aggregate and respective fees paid for audit and non-audit services and the cooperation extended by Management to allow effective audits; • considers and approves the appointment, re-appointment and removal of external and internal auditors, and approves the remuneration and terms of engagement of the external and internal auditors; • monitors the Group’s compliance with laws and regulations, particularly those of the Companies Act; • reviews the Whistleblowing Policy and arrangements put in place by which staff and external parties may, in confidence, raise probable improprieties in matters of financial reporting or other matters, with the objective that arrangements are in place for the independent investigation of such matters and for appropriate follow up actions; • oversees the procedures established to regulate interested person transactions; • reviews and approves, where relevant, material matters, findings, and recommendations; and • deliberates on and approves resolutions relating to conflicts of interest situations involving the Group and its vendors. The Board has separate and independent access to the Company Secretary, Management, and reasonable resources to enable it to discharge its functions properly, as well as the explicit authority to investigate any matter within its terms of reference. Management is required to provide the fullest co-operation in furnishing information and resources in carrying out all requests made by the Board. The Board also has separate and independent access to internal and external auditors, as well as the discretion to invite any executive officer to attend its meetings. Both the internal auditors and external auditors are also given unrestricted access to the Board. The Board is also authorised to engage any firm of accountants, lawyers, or other external independent professionals as it sees fit to provide independent advice to assist in the review or investigation of such matters within its terms of reference as it deems appropriate, at the expense of the Group. Changes to accounting standards and issues which have a direct impact on financial statements are updated by Management during Board meetings. Key Audit Matters In the review of the financial statements, the Board will discuss with Management, the accounting policies that are adopted and applied. The Board will also consider the judgments and estimates made by Management that might affect the integrity of the financial statements. Where the external auditors, in their audit of the Group’s year-end financial statements, raise any significant issues (for example, significant adjustments) which have a material impact, Management will bring this to the Board’s attention immediately. External Auditors The Board evaluates the performance of the external auditors and is satisfied with the quality of the work carried out by the external auditors. No former partner or director of the Group’s existing auditing firm or auditing corporation is a member of the Board. In reviewing the nomination of KPMG for re-appointment for FY2024, the Board has taken into consideration the adequacy of resources, experience, and competence of KPMG, as well as the quality of audits performed. Satisfied that KPMG has demonstrated appropriate expertise and is adequately resourced, the Board has recommended the re-appointment of KPMG as the Group’s external auditors. Internal Auditors The IA function assists the Board in providing an independent and objective evaluation of the adequacy and effectiveness of the system of internal controls. It also performs reviews to examine the safeguarding of assets, the timeliness and accuracy in the recording of transactions, compliance with relevant laws, regulations and policies established by the Group, as well as the steps taken by Management to address control deficiencies. The team adopts a risk-based methodology in drawing up the IA Plan. The IA Plan is planned in consultation with, but independently of, Management. Key considerations for the IA Plan include risk exposures, operating concerns and compliance with regulations, policies, and procedures. The IA Plan includes, amongst others, the audit scope, objectives, and resources to be allocated for the audits. The IA Plan is submitted to the Board for review and approval to ensure that the audit scope set out in the IA Plan is sufficient to review the significant risks and internal controls of the Group. The internal controls comprise financial, operational and compliance. All IA reports, containing identified issues and corrective action plans, are submitted to the Board for deliberation, with copies of these reports extended to the Executive Chairman and CEO, and relevant Management. The IA function follows up regularly with Management on the action plans and ensures that proposed action plans have been adequately completed. The IA function is staffed with persons with the relevant qualifications and experience. For the year under review, the Board is satisfied that the IA function was independent, effective, adequately resourced and has appropriate standing within the Group. Conduct of Business The Board and Management are committed to conducting business with integrity that is consistent with high standards of business ethics, as well as in compliance with all applicable laws and regulatory requirements. The Group has in place internal policies on employees’ conduct, corporate gift guidelines and grievance handling procedures. These policies crystallise the Group’s business principles and practices that are expected of its employees with respect to matters which may have ethical implications, such as corruption, bribery, conflicts of interest, misappropriation of assets, violation of law and regulations, non-compliance with other policies and procedures, abuse of position and other misconduct.
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