41 Annual Report 2024 REPORT ON CORPORATE GOVERNANCE CORPORATE GOVERNANCE, ETHICS AND COMPLIANCE The Board of Directors is committed to maintaining a high standard of corporate governance within the Group. Good corporate governance establishes and maintains a legal and ethical environment in the Group, which strives to preserve the interests of all stakeholders and to promote investors’ confidence in the Group. This report sets out the Company’s corporate governance practices for the financial year ended 31 December 2024, with specific reference to the Code of Corporate Governance 2018 issued by the Monetary Authority of Singapore (the “MAS”) on 6 August 2018 (the “2018 CG Code”). Where the Company’s practices differ from the principles and guidelines under the 2018 CG Code, the Company’s position and reasons in respect of the same are explained in this report. The Board’s Conduct of its Affairs Principle 1 The Board plays an important role to oversee the Group’s business affairs and to provide entrepreneurial leadership to the Company. Board Approval This includes the approval of the Group’s strategic plans, key business initiatives, financial objectives, major investments and funding decisions, the review of the Group’s financial performance, the evaluation of the performance of the management and the Group, the establishment of a prudent and effective controls framework, the values and standards of the Company and the fulfilment of obligations to the shareholders. The Company has adopted internal guidelines setting forth matters that require the Board’s approval. In that aspect, the Board has delegated to the management of the Company the authority to approve transactions in the ordinary course of business as specified in the following table. Any transactions falling outside the scope as specified in the following table would then have to be approved by the Board: Nature of transactions Quantum of transactions Capital expenditure (budgeted) Any amount more than S$3 million Capital expenditure (unbudgeted) Any amount Mergers, acquisitions and divestments Any amount more than S$10 million The Directors ensure the decisions made by them are objectively in the interest of the Company. The Board has also examined the relationships or circumstances under which the Directors are involved and has confirmed that no such relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgment. The Board has put in place requirements that all Directors should disclose to the Board as and when any such relationship or circumstance arises. In the event of conflict of interest arising in respect of a matter under consideration by the Board, the Director concerned shall comply with disclosure obligations and shall recuse himself from participating in the Board’s deliberation and decision on the matter.
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