as independent valuers, were consulted where necessary. The ARC concluded that Management’s accounting treatment and estimates in each of the KAMs were appropriate. During the year, the ARC considered and approved the 2025 Audit Plan and the 2025 Internal Audit (“IA”) Plan. In addition, the ARC reviewed the adequacy of internal control procedures, interested person transactions and the issues raised in IA reports. It also considered the re-appointment of the external auditors as well as their remuneration. The ARC also monitored the Group’s risk of becoming subject to, or violating, any sanctions-related law and ensured timely and accurate disclosures to SGX-ST and other relevant authorities. The ARC has reviewed the measures put in place under the Amended Non-Competition Undertaking (as described in the Company’s circular to shareholders dated 3 April 2025). After such review, the ARC has confirmed that such measures under the Amended NonCompetition Undertaking are adequate and effective in addressing any potential conflicts of interests. The external auditors update the ARC on any changes in accounting standards impacting the financial statements of the Group before an audit commences. The fees paid by the Group to the external auditors in 2025 for audit and non-audit services amounted to S$877,300 and S$67,900 respectively. The ARC, having undertaken a review of all non-audit services provided by the external auditors, is of the opinion that such services would not affect the independence of the external auditors. In respect of the appointment and re-appointment of external auditors, the ARC assesses the performance, effectiveness, objectivity and independence of the external auditors, taking into consideration the Audit Quality Indicators Disclosure Framework issued by the Accounting and Corporate Regulatory Authority (ACRA), the quality of the external auditors’ work and the adequacy of the resources of the external auditors in relation to the prevailing size and complexity of the Group and its business and operations. The Company has complied with Rules 712 and 715 of the SGX-ST Listing Manual in relation to its external auditors. Provision 10.1 (Duties) The written terms of reference of the Audit and Risk Committee (“ARC”) have been approved and adopted. The main duties and functions of the ARC include: • reviewing the annual consolidated financial statements and the external auditors’ report on those financial statements, and discussing any significant adjustments, major risk areas, changes in accounting policies, compliance with the financial reporting standards in Singapore, concerns and issues arising from their audits, including any matters which the auditors may wish to discuss in the absence of the Management, where necessary, before submission to the Board for approval; • reviewing the periodic consolidated financial statements comprising the statements of comprehensive income and statements of financial position and such other information required by the SGX-ST Listing Manual, before submission to the Board for approval; • reviewing the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the Company and any announcements relating to the Company’s financial performance; • reviewing the assurance from the Executive Chairman and CEO and the Chief Financial Officer on the financial records and financial statements; • reviewing and reporting to the Board at least annually the adequacy and effectiveness of the Company’s internal controls and risk management systems, including financial, operational, compliance and information technology controls (such review can be carried out internally or with the assistance of any competent third parties); • reviewing the adequacy, effectiveness, independence, scope and results of the external audit and the Company’s internal audit function; • making recommendations to the Board on (i) the proposals to the shareholders on the appointment, re-appointment and removal of the external auditors, and (ii) the remuneration and terms of engagement of the external auditors; • meeting with the external auditors, and with the internal auditors, in each case without the presence of the Company’s Management, at least annually; • reviewing the policy and arrangements by which employees of the Group and any other persons may, in confidence, raise concern to the chairman of the ARC about possible improprieties in matters of financial reporting or other matters. ARC will ensure that there are arrangements in place for such concerns to be raised and independently investigated, and for appropriate follow-up action to be taken; • ensuring robust internal controls to mitigate the Group internal controls weaknesses and to oversee the annual internal audit procedures and follow up on the audit findings; • reviewing the audit plans of the external auditors and internal auditors, and the results of the external and internal auditors’ review and evaluation of the Group’s system of internal controls; • approving the hiring, removal, evaluation and compensation of the head of the internal audit function, or the accounting/auditing firm or corporation to which the internal audit function is outsourced; CORPORATE GOVERNANCE 36
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