CORPORATE GOVERNANCE REPORT 140 Annual Report 2025 (k) Reviewing and discussing with the EA and the IA any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group’s operating results or financial position, and Management’s response; (l) Assessing the quality of the work carried out by the EAs, and the basis of such assessment; (m) Reviewing and reporting to the Board of Directors at least annually the adequacy and effectiveness of the Group’s material internal controls including financial, operation, compliance and information technology controls via reviews carried out by the IA; (n) Reviewing and approving transactions falling within the scope of Chapters 9 and 10 of the Listing Rules (if any); (o) Reviewing any potential conflicts of interest; (p) Reviewing and approving all hedging policies and instruments (if any) to be implemented by the Group; (q) Undertaking such other reviews and projects as may be requested by the Board of Directors and reporting to the Board of Directors its findings from time to time on matters arising and requiring the attention of the AC; (r) Reviewing and establishing procedures for receipt, retention and treatment of complaints received by the Group, inter alia, criminal offences involving the Group or its employees, questionable accounting, auditing, business, safety or other matters that impact negatively on the Group, including the oversight of whistleblowing; and (s) Generally undertaking such other functions and duties as may be required by statute or the Listing Rules, and by such amendments made thereto from time to time. Authority of the AC Apart from the duties listed above, the AC shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on the Group’s operating results and/or financial position. Each member of the AC will abstain from participating in the deliberations of and voting in respect of matters in which he is interested. The AC has the power to conduct or authorise investigations into any matters within the AC’s terms of reference. The AC has full access to and co-operation of the Management and has full discretion to invite any Director or executive officer to attend its meetings, and has been given reasonable resources to enable it to discharge its functions. The AC is authorised to obtain independent professional advice as it deems necessary in the discharge of its responsibilities. Such expenses are to be borne by the Company. 10.2 The Company has established the AC comprising the following three members, the majority of whom, including the Chairperson of the AC, are independent: Mae Heng Chairperson Independent Non-Executive Director John d’Abo Member Executive Chairman Pong Chen Yih Member Lead Independent Non-Executive Director
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