CORPORATE GOVERNANCE REPORT To facilitate the Board and Board Committees’ decision-making process, the Company’s Constitution provides for Directors to participate in virtual meetings. If a Director is unable to attend a Board or Board Committee meeting, he/she will still receive all the materials to be tabled for discussion at that meeting, and where required, separate briefing sessions are arranged. Decisions of the Board and Board Committees may also be obtained via circulation. At the end of every scheduled quarterly Board meeting, the Chairman allocates time for its non-executive Directors to meet without the presence of Management. These sessions allow non-executive Directors, including the Chairman of each Board Committee to provide feedback to the Chairman on any matters requiring the Chairman’s attention. Information furnished to the Board is an ongoing process, which includes updates on major projects/matters, monthly consolidated management reports on the financial performance of the Group and the businesses. On a quarterly basis, the management reports would also include key business highlights and capital expenditure of the Group and the businesses to keep the Board apprised of business investments, performance updates and progress of mid-term targets communicated at Investor Day from time to time. The Board also has separate and unrestricted access to the Senior Management, the Company Secretary, internal and external auditors, risk management and sustainability teams. The Board may also seek independent professional advice, if necessary, to enable them to discharge their duties effectively. All engagements of external advisers are at the Company’s expense. The Board and Board Committee members are provided with complete, adequate, relevant and timely information on matters to be discussed or considered at meetings. The Board has, at all times, exercised independent judgment to make decisions, using its collective wisdom and experience to act in the best interests of the Company as a whole and not of any particular group of shareholders or stakeholders. Any Director who has an interest that may conflict with a subject under discussion by the Board, declares his/her interest and recuses himself/ herself from the information and discussion of the subject matter and abstains from decision. Each Director is also required to submit details of his/her associates upon his/her appointment to the Board and on an annual basis or as and when relevant changes occur, for the purpose of monitoring interested persons transactions. The Company has adopted half-yearly reporting and provides business updates in the first and third quarters to the market and analysts alike. Board, Audit Committee as well as Risk and Sustainability Committee meetings continue to be held quarterly. During the year, the Board met quarterly to consider, among other things, the approval and release of the FY2023 and 1H2024 results, including the review of the 1Q2024 and 3Q2024 Market updates, declaration of quarterly interim dividend, updates on significant events relating to the Company and information concerning industry-related developments. 78 ST ENGINEERING | ANNUAL REPORT 2024
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