• reviews the adequacy, effectiveness, independence, scope and results of both the external and internal audit functions; • reviews with the internal auditors on the scope and results of the internal audits conducted, including monitoring Management’s response to ensure adequate follow up; • reviews and approves the internal and external audit plans; • reviews the whistleblowing policy and arrangements and all significant whistleblowing cases; • approves the composition and terms of reference of the Whistleblowing Committee. The AC Chairman chairs the Whistle- blowing Committee and is supported by the Group CFO, Group General Counsel, Group Chief Human Resource Officer, Group Head, R&A and Group Head, Internal Audit (Group Head, IA); and • reviews all material interested person transactions. The AC approves the ST Engineering Internal Audit Charter and assesses at least annually, whether the internal audit function is adequately resourced and with the relevant skillsets and qualifications to carry out its duties. The AC reviews the decisions relating to the hiring, removal, performance evaluation and remuneration of the Group Head, IA. The Group Head, IA reports functionally to the AC and administratively to the Group President & CEO. The Group has an in-house internal audit function – ST Engineering’s Group Internal Audit (IA) which comprises a team of professionals and the Group Head, IA with relevant experience in corporate governance, internal controls, IT security and other relevant disciplines. The role of the IA is to provide independent and objective assurance to the AC on the adequacy and effectiveness of the Group’s governance, risk management and system of internal controls. IA also undertakes investigations as directed by the Whistle-blowing Committee and has unfettered access to all documents, records, assets and personnel, including access to the AC. IA also performed the internal review on the Sustainability Report for 2022 and any recommendations arising from the review were taken into consideration during its development. As a corporate member of the Singapore Chapter of the Institute of Internal Auditors (IIA), IA adopts the International Standards for the Professional Practice of Internal Auditing (the IIA Standards) laid down in the International Professional Practices Framework issued by the IIA. A quality assurance and improvement programme on the internal audit function is in place which evaluates its conformance with the IIA Standards and assesses the efficiency and effectiveness of the internal audit activities and any improvements. Training plans and programmes are developed and reviewed to equip staff with the relevant qualifications and technical knowledge so that skill sets remain relevant and current. ST Engineering adopts a riskbased approach in developing its annual internal audit plan, based on the prioritisation of the audit universe, including inputs from key stakeholders. The internal audit plan is reviewed annually to stay relevant to the Group’s businesses, risks, operations, programmes, systems and controls. The AC is satisfied that IA is independent, effective and adequately resourced and has appropriate standing within the Group. The AC considered and approved the 2022 Audit Plans for the external and internal audits. In addition, the AC reviewed the adequacy of internal control procedures including cybersecurity issues, interested person transactions and the issues raised in all IA reports. CORPORATE GOVERNANCE REPORT AC met 5 times in 2022 102 ST ENGINEERING ANNUAL REPORT 2022
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