Group Overview Operation and Financial Review Financials Sustainability and Governance Other Information 45 Annual Report 2025 Corporate Governance The members of the AC & RMC collectively have strong accounting and related financial management expertise and experience. They keep abreast of relevant changes to accounting standards and issues that have a direct impact on the financial statements. The terms of reference for the AC & RMC are as follows: • Review the audit plan, internal accounting controls, audit report, management letter and the Management’s response to the external auditor; • Review the half-yearly and annual financial statements, paying special attention to changes in accounting policies and practices, major risk areas, and rectifications arising from the audit, before submitting the financial reports to the Board for approval; • Review the ongoing concern statement, compliance with applicable accounting standards, and requirements by the SGX, statutes and laws; • Review the effectiveness and adequacy of the Group’s internal controls, including financial, operational, compliance and information technology, and the ERM framework; • Review the assurance from the CEO and the CFO on the financial records and financial statements; • Review, together with the external auditor, any suspected frauds, irregularities and infringements of Singapore laws, regulations and the SGX-ST Listing Manual that would likely have a material impact on the Group’s operating results or financial position, and the mitigating measures recommended by the Management; • Review, without the presence of the Management, the level of assistance the Management has provided to the external auditor and internal auditor, and the adequacy of the resolutions to issues arising from the audits; • Review Interested Person Transactions (“IPT”); • Review the effectiveness of the whistle-blowing system as a confidential channel for employees to report potential improprieties in financial management and other areas; • Review the ERM reports; • Review the adequacy, effectiveness, independence, scope and results of the external and internal audits; • Undertake additional reviews and projects as required by the Board, and to report the findings and recommendations to the Board in a timely manner; and • Undertake additional functions and duties as required by Singapore law and the SGX-ST Listing Manual. Audit Activities Performed in 2025 The AC & RMC met six times during the year and carried out its duties according to the terms of reference. It also met with the internal auditors and the external auditor separately, without the Management present. The AC & RMC reviewed the financial statements before they were submitted to the Board for approval. It also monitored and reviewed the Company’s financial status, internal and external audit findings, effectiveness of the accounting and internal control systems, and findings of all the whistle-blowing cases investigated and followedup by the IAD. The Company obtained the shareholders’ approval in the Addendum dated 8 April 2025 to enter into IPTs with individuals within the approved categories of Interested Persons, according to the review procedures set out in the Addendum. The IPT Mandate was last approved by the shareholders at the 2025 AGM. The list of IPTs is disclosed on page 160 of this Annual Report. Except for the disclosure of the IPT on page 160 and in the financial statements for 2025, no material contracts involving the interests of any Director, the CEO, or controlling shareholder were entered into by the Company or any of its subsidiaries during or at the end of 2025.
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