CORPORATE GOVERNANCE REPORT (AS AT 28 FEBRUARY 2025) 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 2024 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. WHILE HOLDING OURSELVES TO HIGH ETHICAL STANDARDS 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 holds Management accountable for performance. The Board puts in place a Code of Business Conduct and Ethics, sets appropriate tone-from-thetop and desired organisational culture, and ensures proper accountability within the Company. In addition to its statutory responsibilities, the Board reserves the following key matters for its decision: • 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 halfyearly and audited full-year results, and quarterly dividend payout prior to their release. In the discharge of its functions, the Board is supported by six Board Committees to which it delegates specific areas of responsibilities for reviewing and decision making. The Board decides on matters that require its approval and clearly communicates this to Management in writing. The Board Committees are formed with clear written terms of reference setting out their compositions, authorities and duties, including reporting back to the Board. Details of authorities and duties and summary of key activities of the respective Board Committees 76 ST ENGINEERING | ANNUAL REPORT 2024
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