Group Overview Operation and Financial Review Financials Sustainability and Governance Other Information Indofood Agri Resources Ltd. 46 Corporate Governance The AC & RMC did not engage an independent financial adviser for the renewal of the IPT Mandate as the guidelines, methods and review procedures to determine the transaction prices of IPTs had remained unchanged since the last shareholders’ approval of the IPT Mandate at the 2025 AGM, and the review procedures were deemed sufficient to ensure the IPTs were carried out on fair commercial terms and without prejudice to the interests of the Company or minority shareholders. The AC & RMC also reviewed the list of IPTs based on the works performed by the IAD and was satisfied that the IPTs were conducted on fair commercial terms. Additionally, the AC & RMC members visited the cocoa plantation and factory in East Java, and a refinery plant in Jakarta during the year. External Audit The Board will recommend the appointment of a new external auditor or the re-appointment of the incumbent external auditor to the shareholders for approval at the AGM. In the case of the re-appointment of the incumbent external auditor, the AC & RMC will assess the performance of the external auditor based on a combination of inputs, including ACRA’s Audit Quality Indicators Disclosure Framework, feedback from the Management, and the objectivity and conduct of the external auditor during the audit process. If the performance of the external auditor is found to be satisfactory, the AC & RMC will recommend to the Board that the external auditor be reappointed. Messrs Ernst & Young LLP was the external auditor appointed by the Company in 2025. In accordance with Rule 1207(6)(a) of the SGX-ST Listing Manual, the audit and non-audit fees paid to the external auditor for the financial year ended 31 December 2025 are disclosed on page 97 of this Annual Report. The AC & RMC evaluated the independence and objectivity of the external auditor through a review of the audit and non-audit fees awarded to the auditors during the financial year. The AC & RMC was satisfied that the independence and objectivity of the external auditor were not impaired by their provision of non-audit services. The external auditor has also declared its independence to the AC & RMC. The AC & RMC has also reviewed and approved the Group external auditor’s audit plan for the year. The Committee was satisfied with the quality of the work carried out by the external auditor, which was in accordance with the Audit Quality Indicators Disclosure Framework issued by ACRA. In view of the consistent performance by the external auditor, the AC & RMC recommended that Messrs Ernst & Young LLP be reappointed for another term, subject to shareholders’ approval at the next AGM. The Company complied with Rule 712 and Rule 715 (read along with Rule 716) of the SGX-ST Listing Manual in relation to its external auditors. These external auditors are disclosed on pages 118, 122 and 124 of this Annual Report. Internal Audit The IAD is an independent unit that operates separately from the business and corporate activities and its primary reporting line is to the AC & RMC. With unfettered access to all the Company’s documents, records, properties and personnel, the IAD possesses the appropriate standing within the Company to perform its functions effectively. Its operations are governed by the framework set out in the Internal Audit Charter and Code of Ethics approved by the AC & RMC and the Management. The IAD is adequately resourced, with 84 staff as at 31 December 2025. The Head of IAD reports directly to the AC & RMC Chairman on all internal audit matters. Mr Rogers H. Wirawan has served as the Group’s Head of IAD since 1 February 2011. Mr Wirawan started his career in 1993 with the public accounting firm, KAP Hans Tuanakotta & Mustofa, a member of Deloitte Touche Tohmatsu. He was an auditor with the public accounting firm, KAP Prasetio Utomo & Co., a member of Arthur Andersen & Co., from 1994 to 2002. Subsequently, he joined the public accounting firm, KAP Purwantono, Sarwoko & Sandjaja, a member of Ernst & Young’s global organisation, from 2002 to 2009. He graduated from Trisakti University, Jakarta, with a major in Accounting. Over the course of his career, Mr Wirawan has acquired sound expertise and experience in financial and operational audits, as well as extensive knowledge in plantation and refinery operations in Indonesia.
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