CORPORATE GOVERNANCE REPORT following her departure from Temasek International. The NC has determined her to be an independent Director with effect 1 January 2025. Ms Neo serves as an advisor on United Overseas Bank (UOB) Sustainability Advisory Panel. UOB is one of the many banks which ST Engineering group companies have a banking relationship with. All transactions between UOB and ST Engineering group of companies are conducted in the ordinary course of business and based on normal commercial terms. Ms Neo does not hold 5% or more interest in UOB, and her role in UOB is non-executive in nature, not involving day-to-day business operations. As an advisor, she provides independent advice on sustainability strategies and initiatives, which is separate from UOB core business operations. Similarly, as a Director of ST Engineering, Ms Neo is not involved in ST Engineering daily business operations and receives only Director’s fees. In the event of any engagement with UOB requiring the Board’s approval, Ms Neo will recuse herself from discussions and decisions involving UOB’s dealings with ST Engineering group of companies. Given these circumstances, the NC has determined that business relationships between ST Engineering group of companies and UOB do not affect Ms Neo’s independence. The Board considers that the relationships described do not interfere with Ms Neo’s ability to exercise independent business judgement in the best interests of ST Engineering and therefore, she is considered an independent Director. Sister of Ng Bee Bee (May) is an Executive Director (Corporate Banking) in UOB Singapore, but she does not manage UOB’s banking relationships with ST Engineering group companies with UOB. UOB is one of the many banks which ST Engineering group of companies have a banking relationship with. All transactions between UOB and ST Engineering group of companies are conducted in the ordinary course of business and based on normal commercial terms. The NC determined that the sister of Ng Bee Bee (May)'s position in UOB would not have any conflict or affect Ms Ng’s independence. In the event of any engagement of UOB requiring the Board’s approval, Ms Ng will recuse herself from discussions on UOB’s dealings with ST Engineering group of companies. The Board is of the view that the relationships set out above do not interfere with the exercise of Ms Ng’s independent business judgement in the best interests of ST Engineering and therefore, she is considered an independent Director. Song Su-Min is a partner of Allen & Gledhill LLP (A&G). A&G is one of the many law firms which provides legal services to the Group. Ms Song does not hold 5% or more interest in A&G. Ms Song’s role in A&G is non-executive in nature and she is not involved in the day-to-day conduct of the business of A&G. The fees received by A&G for the services rendered to ST Engineering group of companies were not material or significant in the context of A&G or ST Engineering Group for the relevant period. Ms Song is not involved in legal services rendered by A&G to ST Engineering group of companies and the selection and appointment of legal counsels for the provision of legal services to ST Engineering group of companies. She is not involved in the day-to-day business operations of ST Engineering. She only receives Director’s fees. In the event of any engagement of A&G requiring the Board’s approval, Ms Song will recuse herself from discussions and decisions involving A&G’s dealings with ST Engineering group of companies. The Company has engaged A&G in the preparation of Letter to Shareholders for certain resolutions to be tabled at AGMs. Such advisory work was done by corporate regulatory and compliance team in A&G. Ms Song who specialises in M&A and private equity, was not involved in advising the Company in this Letter to Shareholders. With the aforesaid, the NC determined that business relationships between ST Engineering group of companies and A&G would not affect Ms Song’s independence. The Board is of the view that the relationships set out above do not interfere with the exercise of Ms Song’s independent business judgement in the best interests of the Group and therefore, she is considered an independent Director. VADM Aaron Beng Yao Cheng is considered as non-independent nonexecutive Director given his position as Chief of Defence Force of Ministry of Defence. Ong Su Kiat Melvyn is considered as non-independent non-executive Director given his positions as Permanent Secretary (Defence Development) of Ministry of Defence and as Permanent Secretary (Development) of Ministry of National Development. Tan Peng Yam is considered as nonindependent non-executive Director given his position as Chief Defence Scientist of Ministry of Defence. 82 ST ENGINEERING | ANNUAL REPORT 2024
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