CORPORATE GOVERNANCE REPORT The Whistleblowing Committee, with the assistance of the Group Head, IA, reviews and deliberates the concerns reported and determines the corrective and remediation measures, following the appropriate inquiries and investigations (internal or external). The AC reviews the adequacy of these investigations together with their corresponding outcomes. Under the framework, arrangements are in place for the independent investigation of concerns reported and for appropriate follow-up actions taken. The Group’s whistleblowing policy facilitates the in-confidence reporting of possible impropriety or noncompliance. All reports, which may be made anonymously, are treated with strict confidentiality. Nonanonymous whistleblowers (with contactable details) are informed when investigations are concluded. The harassment or victimisation of whistleblowers is not tolerated. 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 ST Engineering’s antibribery programme through the various whistleblowing communication channels (i.e. dedicated email account, postal address, 24 geographical tollfree telephone numbers, web, and mobile reporting applications – hosted by an independent external provider). Allegations involving any member of the Board, including the Group President & CEO, may be reported directly to the Chairman of the Board and the AC Chairman via a dedicated email at AC@stengg.com. The reporting channels are published on the Group’s website, intranet and offices for accessibility and awareness. Interested Person and Related Party Transactions The Group has established policies and procedures for reviewing and approving i) interested person transactions (IPTs) in accordance with the general mandate from shareholders and ii) related party transactions (RPTs) in accordance with Group policy, to ensure that such transactions are conducted fairly, on an arm’s length basis, and will not be prejudicial to the interest of the Group and/or its minority shareholders. The Group maintains a register of interested persons and related parties to facilitate the identification of IPTs and RPTs. RPTs are reviewed by the external auditors as part of their annual audit process. IPTs are reviewed by IA to verify the accuracy and completeness of disclosure; and to ensure that the requirements under Chapter 9 of the SGX Listing Manual are complied with. The IPT report is submitted to the AC for review 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. IPTs exceeding $352.0m or $586.6m in value would require SGX announcement or shareholders' approval respectively.1 RPTs of the Group are approved in accordance with approval limits prescribed by the Board. Significant transactions, which exceed thresholds ranging from $20m to $500m, depending on transaction type, would require the Board’s approval. Details of IPTs and RPTs entered into by the Group for financial year 2024 are set out respectively on pages 264 and 255 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. 1 The Company received SGX-ST's approval to utilise the average of its daily end-of-day market capitalisation for the month of December 2023 as an alternative reference point (in lieu of using the latest audited consolidated net tangible assets of the Group) to determine the materiality of its IPTs under Rules 905 and 906 of the Listing Manual, for the financial year ended 31 December 2024. The average of the Company's daily end-of-day market capitalisation for the month of December 2023 was approximately $11,732.5m (3% of which is $352.0m and 5% of which is $586.6m). 102 ST ENGINEERING | ANNUAL REPORT 2024
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