ST Engineering is committed to conducting business with integrity and adopts a zero-tolerance attitude towards any malpractice, impropriety, statutory non-compliance and/or any wrongdoing by Board members, employees and any other parties with a business relationship with the Group. The Whistle-blowing Committee, with the assistance of the Group Head, IA, reviews and deliberates over the contents of the incident raised and determines the subsequent measures to adopt, including making enquiries and pursuing investigations (internal or external). The AC reviews the adequacy of every investigation instituted with their corresponding outcomes. Under these procedures, arrangements are in place for independent investigation of reported concerns and for appropriate follow-up actions to be taken. Harassment or victimisation of the whistleblower is not tolerated. Reasonable and appropriate actions, subject to applicable laws, are taken to protect all whistleblowers who raise a concern in good faith. Appropriate disciplinary action may be taken against employees who retaliate against the whistleblower. The Group's whistleblowing policy facilitates the in-confidence disclosures of possible impropriety or non-compliance. All reports, which may be made anonymously, are treated with strict confidentiality. Non-anonymous whistleblowers (with contactable details) are informed when investigations are concluded. All stakeholders, including employees, customers, suppliers and the general public, can report incidents through various reporting channels that are independently managed. Whistleblowing Procedure Employees and other stakeholders may raise their concerns anonymously or otherwise and/ or write to seek advice on the ST Engineering’s anti-bribery programme through the various whistleblowing communication channels (i.e. dedicated email account, postal address, 22 geographical toll-free telephone numbers, web and mobile reporting applications, hosted by an independent external provider). Concerns involving any member of the Board or the Senior Management or the Group Head, IA may be reported directly to the Chairman of the Board, the AC Chairman and the Group President & CEO via dedicated email at AC@stengg.com. The reporting channels are published on the Group’s website, intranet, and offices for accessibility and awareness. The Whistleblowing Policy and Procedures are reviewed by the AC from time to time to ensure that they remain relevant. Interested Person Transactions The Group has established policies and procedures for reviewing and approving interested person transactions (IPTs) in accordance with the general mandate from shareholders to ensure that such transactions are conducted fairly on an arm’s length basis and will not be prejudicial to the interest of the Company and/or its minority shareholders. The Group maintains a register of interested persons to facilitate the identification of IPTs. IPTs are reviewed by IA to verify accuracy and completeness of disclosure, and reported to the AC on a quarterly basis. Where an IPT requires shareholders’ approval, the interested person will abstain from voting and the decision will be made by other shareholders. The general mandate from shareholders is put up for approval at each AGM and stipulates the review procedures to ensure IPTs are undertaken on arm’s length basis and on normal commercial terms consistent with the Group’s usual business practices and policies, which are generally no more favourable to the interested persons than those extended to unrelated third parties. Details of IPTs entered into by the Group for financial year 2022 are set out on page 271 of this annual report. SHAREHOLDER RIGHTS AND ENGAGEMENT Shareholder Rights and Conduct of General Meetings (Principle 11) The Company treats all shareholders fairly and equitably in order to enable them to exercise shareholders' rights and have the opportunity to communicate their views on matters affecting the company. The Company gives shareholders a balanced and understandable assessment of its performance, position and prospects. CORPORATE GOVERNANCE REPORT 104 ST ENGINEERING ANNUAL REPORT 2022
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