GOVERNANCE → Corporate Governance Report CORPORATE GOVERNANCE REPORT 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 2021 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. → 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. The Group President & CEO, Vincent Chong, is accountable to the Board. He is supported by the Group Executive Committee (EXCO) comprising Group Chief Financial Officer (Group CFO), Group Chief Operating Officer (Technology & Innovation) and President Defence & Public Security, and President Commercial. Director Induction, Training/Development For the onboarding of a Board member, a formal letter is sent to a Director upon his/her appointment setting out his/her statutory obligations, duties and responsibilities as a Director. He/She is also given key information of the Group and the Company, as well as the terms of reference for the respective Board Committees. An induction programme is organised for a new Director on the strategic direction, sustainability efforts and performance of the Group as well as his/her duties and obligations under the statutory compliance and corporate governance framework. The induction programme includes briefings by Presidents/Business Heads of various business areas including facility visits, where applicable, to enable them to develop a good understanding of the Group’s business, operations and the respective key management. The Board is routinely updated on the relevant laws, Singapore Exchange Securities Trading Limited (SGXST or the Exchange) continuing listing obligations and accounting standards requiring compliance, and their implications to the Group, so as to enable each Director to properly discharge his/her duties as a Board member and Board Committee member. 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 hold management accountable for performance. The Board puts in place a Code of Business Conduct and Ethics, sets appropriate tone-from-the-top 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 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 committees; • appointment of key management executives and succession planning as an ongoing process; • appointment and removal of the Company Secretary; • review of the risk management framework and sustainability performance; and • approval of the unaudited half-yearly and audited full-year results prior to their release. 96 ST ENGINEERING ANNUAL REPORT 2021 CORPORATE GOVERNANCE REPORT 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 2021 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. → 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. The Group President & CEO, Vincent Chong, is accountable to the Board. He is supported by the Group Executive Committee (EXCO) comprising Group Chief Financial Officer (Group CFO), Group Chief Operating Officer (Technology & Innovation) and President Defence & Public Security, and President Commercial. Director Induction, Training/Development For the onboarding of a Board member, a formal letter is sent to a Director upon his/her appointment setting out his/her statutory obligations, duties and responsibilities as a Director. He/She is also given key information of the Group and the Company, as well as the terms of reference for the respective Board Committees. An induction programme is organised for a new Director on the strategic direction, sustainability efforts and performance of the Group as well as his/her duties and obligations under the statutory compliance and corporate governance framework. The induction programme includes briefings by Presidents/Business Heads of various business areas including facility visits, where applicable, to enable them to develop a good understanding of the Group’s business, operations and the respective key management. The Board is routinely updated on the relevant laws, Singapore Exchange Securities Trading Limited (SGXST or the Exchange) continuing listing obligations and accounting standards requiring compliance, and their implications to the Group, so as to enable each Director to properly discharge his/her duties as a Board member and Board Committee member. 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 hold management accountable for performance. The Board puts in place a Code of Business Conduct and Ethics, sets appropriate tone-from-the-top 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 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 committees; • appointment of key management executives and succession planning as an ongoing process; • appointment and removal of the Company Secretary; • review of the risk management framework and sustainability performance; and • approval of the unaudited half-yearly and audited full-year results prior to their release. 96 ST ENGINEERING ANNUAL REPORT 2021 55 ST ENGINEERING SUSTAINABILITY REPORT 2021 OVERVIEW OUR SUSTAINABILITY APPROACH ENVIRONMENTAL SOCIAL GOVERNANCE AWARDS INDEX
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