provide reasonable assurance that assets are safeguarded, and transactions are authorised and properly recorded to enable the preparation of true and fair financial statements and maintain accountability of assets. The internal and external auditors, pursuant to their respective terms of reference and appointment, report to the ARC any audit findings relating to internal controls, and the ARC reviews the adequacy of the actions taken by Management to address the recommendations of the internal and external auditors. The ARC also receives regular reports, briefings and updates from the MRC, the Chief Technology Officer, the internal and external auditors and the Management team during its meetings to help the ARC review the adequacy and effectiveness of the Group’s material internal controls that address the Group’s financial, operational, compliance and IT controls. Assurances from the Key Management Personnel (Provision 9.2) In relation to Provision 9.2 of the CG Code and Listing Rule 1207(10), the ARC received: (i) written assurance from the Group CEO and the Group CFO that the Group’s financial records have been properly maintained and the financial statements give a true and fair view of the Group’s operations and finances; and (ii) written assurance from the KMP that the Group’s risk management and internal controls systems in place were adequate and effective to address the principal risks (including financial, operational, compliance and IT risks) within the current scope of the Group’s business operations for FY 2024. The above written assurances on the Group’s internal controls and risk management systems are provided halfyearly and are supported by similar written assurances provided by the heads of the Group’s key operating divisions/functions and key operating subsidiaries. The process of reviewing and strengthening the Group’s control environment is an evolving process. When controls should be enhanced, the Board and Management take actions to rectify and strengthen the internal controls and risk management systems. The Board and Management will continue to devote resources and expertise towards improving the internal policies and procedures to maintain a high level of governance and internal controls. However, the Board also notes that no system of internal controls and risk management can provide absolute assurance against poor judgement in decision-making, human errors, losses, frauds and other irregularities. Based on the work performed by internal auditors, the external auditors and the periodic reports from the MRC and Management, as well as the written assurances from the KMP to support the opinion to be given by the ARC and the Board, the Board with the concurrence of the ARC, is of the opinion that the internal controls and risk management systems in place as at 31 December 2024 are adequate and effective to address principal risks (including financial, operational, compliance and IT risks) within the current scope of the Group’s business operations. Further details on the Group’s Risk Management can be found on pages 33 to 43 of the annual report. Principle 10: Audit & Risk Committee Composition of the ARC (Provisions 10.2 and 10.3) The ARC currently comprises five NEDs, all of whom including the chairman of the ARC are independent. The chairman of the ARC, Mr Philip Lee, and Ms Jennifer Young possess the relevant audit, accounting and related financial management and risk management expertise and experience. Mrs Carol Fong has financial and risk management experience as well as experience in investment banking and the financial markets. Mr Daniel Desbaillets and Mrs Wong Ai Ai also have risk management experience. Mr Tan Kian Seng, who resigned from the Board and the ARC (last day of service was 31 December 2024), has accounting, financial and business management experience whilst Mr Chong Yoon Chou, who ceased to be a member of the ARC on 21 February 2025, has financial and risk management experience. With the current composition, the ARC is of the opinion that it has the relevant accounting and related financial management expertise and experience to discharge its functions within its written terms of reference which have been approved by the Board. Based on the terms of reference of the ARC, a former partner or director of the Company’s existing auditing firm or auditing corporation should not act as a member of the ARC: (a) within a period of two years commencing on the date of his/her ceasing to be a partner of the auditing firm or director of the auditing corporation; and in any case, (b) for as long as he/she has any financial interest in the auditing firm or auditing corporation. Mr Lee ceased as a partner of KPMG LLP (“KPMG”), the Company’s existing auditors, in September 2018 and does not have any financial interest in KPMG. The other ARC members do not have any relationship with KPMG. Powers and Duties of the ARC (Provision 10.1) The ARC is authorised by the Board to review or investigate any matters it deems appropriate within its terms of CORPORATE GOVERNANCE REPORT 21
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