CORPORATE GOVERNANCE REPORT Good corporate governance is the foundation for long-term value creation of the Group. This report sets out ST Engineering's corporate governance processes, practices and activities in 2022 with specific reference to the principles and provisions of the Singapore Code of Corporate Governance 2018 (the Code). The Board is pleased to report that the Company has complied with the principles and substantially with the provisions of the Code. Variations from any provision of the Code are explained in this report. BOARD MATTERS The Board's Conduct of its Affairs (Principle 1) The Board is accountable to shareholders for overseeing the effective management of the Company. To this end, the Board relies on the integrity, commitment, skills and due diligence of its management, its external advisors and auditors and hold Management accountable for performance. The Board puts in place a Code of Business Conduct and Ethics, sets appropriate tone-from-the-top and desired organisational culture, and ensures proper accountability within the Company. WHILE HOLDING OURSELVES TO HIGH ETHICAL STANDARDS • setting the Group's strategic objectives including appropriate focus on value creation, innovation and sustainability and ensuring that decisions made are consistent with these objectives; • approval of annual budgets, major funding proposals, investment and divestment proposals in accordance with the approved delegation of authority framework; • appointment of the Group President & Chief Executive Officer (Group President & CEO), Board succession and appointments on Board and Board Committees; • appointment and removal of the Company Secretary; • approval of terms of reference of Board Committees and any revisions; • review of the risk management framework and sustainability performance; and • approval of the unaudited half- yearly and audited full-year results, and quarterly dividend payout prior to their release. In addition to its statutory responsibilities, the Board reserves the following key matters for its decision: CORPORATE OVERVIEW PERFORMANCE REVIEW SUSTAINABILITY FINANCIAL REPORT 79
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