Board Approval (Provision 1.3) Key matters which are specifically reserved for approval by the Board include the decisions over the strategic direction, plans and performance objectives of the Group (including its risk appetite); the Group’s financial objectives and annual budget; decisions to commence, discontinue or modify significantly any business activity or to enter into or withdraw from a particular market sector which have or may have material impact on the profitability or performance of the Group; corporate or financial restructuring; decisions over new borrowings or amendments to the terms and conditions of existing borrowings; adoption of key corporate policies and corporate governance practices and any other matters which require the Board’s approval as prescribed under the relevant legislations and regulations as well as the provisions of the Company’s Constitution. All issuance of the Group’s financial results requires the approval of the Board, including decisions relating to the Company’s dividend policy and payouts. Aligned with the Group’s strategy to develop growth platforms in Singapore and key international markets, the Board has put in place an approval matrix with established authority limits in connection with the Group’s investments and divestments, including funds and corporate holdings. The approval matrix is revised when necessary, in line with the Group’s strategic objectives. Management is fully apprised of such matters which require the approval of the Board or the Committees. For operational efficiency, the Company also has a structured approval limits matrix which sets out the delegated authority to various levels of Management to approve operating expenditures up to pre-determined limits. Delegation by the Board (Provision 1.4) The primary functions of the Board are either carried out directly by the Board or delegated to the Committees with clear written terms of reference setting out their compositions, authorities and duties, including reporting back to the Board. The Committees established by the Board are the ARC, the NRC (a merger of the NC and the RC with effect from 21 February 2025 and the BSC. Each Committee reports key matters undertaken by them annually to the Board. During the year, the ARC, the NC, the RC and the BSC as well as the Lead Independent Director (“Lead ID”) on behalf of the non-executive Directors (“NED(s)”) reported key matters to the Board and minutes of each of the said Committees including the minutes of NEDs meeting(s) were also circulated to the Board. All terms of reference for the Committees are approved by the Board and reviewed annually to ensure their continued relevance, taking into account the changes in the governance and regulatory environment. The delegation of authority by the Board to the Committees enables the Board to achieve operational efficiency by empowering these Committees to decide, review and make recommendations on matters within their respective written terms of reference and/or limits of delegated authority, without abdicating the Board’s overall responsibility. Please refer to the sections on Principles 4, 5, 6, 7 and 10 in this report for further information on the activities of the then NC and RC as well as the ARC. The roles and activities of the NRC following its constitution are also included within this report. Information on the activities of the BSC can be found under the ‘Sustainability’ segment towards the end of this report. Board and Board Committees Meetings (Provision 1.5) Meetings of the Board and Committees are held regularly, with the Board meeting held at least four times a year. Five Board meetings were held in 2024. At the regular Board meetings, the Board agenda includes updates by Management on the Group’s strategic initiatives and implementation status, updates on the Group’s investments and developments, and the review of the Group’s financial and operational performance. Of the four scheduled meetings in 2024, two were the half-year and full year Board meetings mainly to review and approve the Group’s financial results, and two were scheduled to review the Group’s quarterly operational performance, as well as review of the Company’s strategic directions and initiatives. An ad hoc meeting of the Board was convened to review and approve certain investments One meeting of the NEDs, including IDs, duly chaired by the Lead ID, was held in 2024. Meetings of the NEDs, including IDs are convened as often as may be warranted by circumstances. The IDs also meet regularly under the various Committees and the Lead ID is a member of some of these Committees. The proposed meetings for the Board and all Committees for each new calendar year are set out in a schedule of meetings, which is notified to all Board members before the start of that calendar year. Additional meetings are convened as and when circumstances warrant. Records of all such meetings, including discussions on key deliberations and decisions taken, are maintained by the Company Secretaries. The Company’s Constitution allows for the meetings of its Board and the Committees to be held via teleconferencing and videoconferencing. The Board and the Committees may also make decisions by way of circulating written resolutions. The attendance (including via electronic means) of the Directors at the Annual General Meeting of the Company (“AGM”) and meetings of the Board, the Committees and the NEDs, as well as the frequency of such meetings CORPORATE GOVERNANCE REPORT 5
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