REPORT ON CORPORATE GOVERNANCE Audit and Risk Committee Principle 10 To ensure that corporate governance is effectively practiced, the Directors have established self-regulatory and monitoring mechanisms, including the establishment of the ARC. The members of the ARC at the date of this report comprise the following Directors: Mr Tan Chian Khong – Chairman Ms Ng Shin Ein Mr Tang Wai Loong Kenneth Mr Ravinder Singh s/o Harchand Singh The ARC comprises four members, majority of whom including Chairman, are independent. The members of the ARC are appropriately qualified to discharge their responsibilities and have relevant accounting and related financial management experience and expertise. None of the ARC members were previous partners or directors of the Company’s external auditor, Ernst & Young LLP, within the last two years or hold any financial interest in the external auditor. The ARC, together with the external auditors and internal auditor, meets regularly with at least four ARC meetings within each financial year, and also as warranted by particular circumstances, as deemed appropriate by the ARC. In addition, the ARC also met with the external auditors and internal auditor, without the presence of the Company’s management during the financial year under review. The ARC met four times during FY2025. The external and internal auditors attended three and four of these meetings, respectively. The Board is satisfied that all the members of the ARC have accounting, financial, business management, corporate legal expertise and work experience to discharge their responsibilities. The Chairman of the ARC, Mr Tan Chian Khong, has accounting or related financial management expertise or experience. Mr Tan Chian Khong is a veteran with more than 35 years of experience in providing audit and business advisory services to clients in a wide range of industries. The ARC has full access to the external auditors and internal auditor without the presence of the management of the Company as well as full access to and co-operation of Management. The ARC has explicit authority to investigate any matters within its terms of reference, full access to and co-operation by the management of the Company and full discretion to invite any Director or management of the Company to attend its meetings and has reasonable resources to enable it to discharge its functions properly. The primary function of the ARC is to provide assistance to the Board in fulfilling its responsibilities relating to corporate accounting and auditing, reporting practices of the Company, the quality and integrity of the financial reports of the Company, and the Company’s risk management and internal control systems regarding finance, accounting, legal and regulatory compliance, contractual obligations and ethics established by the Board and the management of the Company. The ARC is guided by its terms of reference which sets out its responsibilities. The terms of reference are in line with the 2018 CG Code. The responsibilities of the ARC include: (a) recommending to the Board the appointment, re-appointment or discharge of the external auditors, and approving the remuneration and terms of engagement of the external auditors and in this connection, considering the independence and objectivity of the external auditors annually, keeping under review the scope and results of the audit and its cost effectiveness; (b) keeping the nature and extent of non-audit services supplied by the external auditors under review yearly where the external auditors also supply a substantial volume of such services to the company, with the objective of balancing the maintenance of objectivity and value for money; (c) considering and reviewing with the external auditors and the internal auditor, at least annually, the adequacy, effectiveness and efficiency of the management processes, internal financial controls, operational and compliance controls, risk management policies and any significant findings and recommendations of the external auditors and the internal auditor, together with the management’s responses thereto; 54 CSE GLOBAL LIMITED
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