ST Engineering Sustainability Report 2020

CORPORATE OVERVI EW PERFORMANCE REVI EW SUSTAINABI L ITY CORPORATE GOVERNANCE F INANCIAL REPORT Depending on their skill sets and background, Directors are sponsored to attend relevant courses, conferences and seminars to better equip them with the appropriate skills and knowledge to fulfil their governance role and to comply with Directors’ obligations. Where there are statutory and regulatory changes that affect the obligations of Directors, the Company will update the Board and, where the changes are substantive, organise briefings by external legal counsel. Board Meetings The Board convenes scheduled meetings on a quarterly basis to review the business performance and key activities of the Group and to deliberate significant business proposals. Board members participate actively in Board discussions, and decisions are taken objectively in the interests of the Company. Where warranted by particular circumstances, ad-hoc/ special Board meetings may be convened to consider corporate actions requiring the Board’s guidance or approval. 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 papers and materials to be tabled for discussion at that meeting, and where required, separate briefing sessions are arranged. Directors are also equipped with electronic tablets that allow secured access to Board and Board Committee meetings materials. Decisions of the Board and Board Committees may also be obtained via circulation. At the end of every Board meeting, the Chairman allocates time for its non- executive Directors to meet without the presence of management. Information furnished to the Board is an ongoing process, which includes 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 and performance updates. The Board also has 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 meetings are scheduled well in advance. The Board and Board Committee members are provided with complete, adequate, relevant and timely information by Management 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. Any Director who has an interest that may conflict with a subject under discussion by the Board, declares his/her interest and either recuses himself/herself from the information and discussion of the subject matter or abstains from decision-making. Board met 5 times in 2020 In February 2020, the Board deliberated, and taking into account the business cycle of the Group, decided for the Company to adopt half yearly reporting with immediate effect and for the Company to provide operational updates in the first and third quarters to the market and analysts alike. The Board also decided that Board and Audit Committee meetings would continue to be held quarterly. During the year, the Board met to consider, among other things, the approval and release of the FY2019 and 2Q2020/1H2020 results, including the review of the 1Q2020 and 3Q2020 Market Updates. 10 5 ANNUAL REPORT 2 02 0 /