Corporate Governance In FY 2024, the AC met four times. The AC meets at least four times a year, with two meetings to coincide with the half-year and full-year financial reporting cycles and the other two to coincide with the Company’s quarterly business updates. The AC does not comprise members who were partners or directors of the external auditors, Deloitte & Touche LLP (Deloitte), within the period of 2 years commencing on the date of their ceasing to be a partner or director of Deloitte, or who has any financial interest in Deloitte. The AC has explicit authority to investigate matters within its terms of reference. Management gives the fullest cooperation in providing information and resources to the AC, and carrying out its requests. The AC has direct access to the internal and external auditors and full discretion to invite any Director or executive officer to attend its meetings. Similarly, internal and external auditors have unrestricted access to the AC. Under its terms of reference, the AC’s scope of duties and responsibilities is as follows: (a) review 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; (b) review and report to the Board at least annually the adequacy and effectiveness of the Company’s internal controls, and together with the RC, the risk management systems; (c) review assurances from the Group CEO and the Group CFO on the financial records and financial statements of the Company; (d) review the scope and results of the internal audit and external audit, and the adequacy, effectiveness and independence of the Company’s internal audit function and the external auditors respectively; (e) review whistleblowing reports and the policy and processes for detection, independent investigation and follow-up action relating to possible improprieties in financial reporting or other matters; and (f) make recommendations to the Board on the proposals to the shareholders on the appointment, re-appointment and removal of the external auditors, and the remuneration and terms of engagement of the external auditors. The AC also reviews and approves processes to regulate interested person transactions (as defined in the Listing Manual) (IPT) to comply with the applicable regulations, including the Listing Manual. To balance the independence and objectivity of the external auditors, the Company has developed policies regarding the types of non-audit services that external auditors can provide to the Group and the related approval processes. The AC has reviewed the nature and extent of non-audit services provided by the external auditors in FY 2024 and the fees paid for such services. The AC is satisfied that the independence of the external auditors is not impaired by the provision of those services. The external auditors have also provided confirmation of their independence to the AC. The total fees paid to the external auditors for FY 2024 amounted to S$8.9 million, comprising audit fees of S$8.0 million (approximately 90%), audit-related services fees of S$0.5 million (approximately 6%) and non-audit fees of S$0.4 million (approximately 4%). The AC reviews the Company’s half-yearly financial statements (including the relevance and consistency of accounting principles adopted and any significant financial reporting issues and judgements) and the quarterly business updates between such announcements, which are presented to the Board for approval. In FY 2024, the AC, together with the RC, reviewed and assessed the adequacy and effectiveness of the Company’s internal controls and risk management systems to address the material risks faced by the Company, taking into consideration the outcome of reviews conducted by Management and both the internal and external auditors, as well as the assurance from the Group CEO and the Group CFO. The AC meets internal and external auditors, separately and without Management’s presence at least once a year. In FY 2024, the AC discussed the financial reporting process, internal controls and risk management systems, and significant comments and recommendations by the auditors at the meeting. In its review of the Group’s financial statements for FY 2024, the AC discussed with Management the accounting principles applied and their judgement of items that could affect the integrity of the financial statements. The AC also considered the clarity of key disclosures in the financial statements. The AC reviewed, among other matters, the following key audit matters as reported by the external auditors for FY 2024. 70 CapitaLand Investment Limited KEY AUDIT MATTER • Valuation of investment properties HOW THIS ISSUE WAS ADDRESSED BY THE AC • The AC reviewed the outcomes of the annual valuation process and discussed the details of the valuation with Management, focusing on properties which registered significant fair value gains or losses during FY 2024 and the key drivers for the changes. • The AC considered the findings of the external auditors, including their assessment of the appropriateness of valuation methodologies and the underlying key assumptions applied by the valuer in the valuation of investment properties which are owned directly by the Group or through associates and joint ventures. • The AC was satisfied with the valuation process, the methodologies used, and the valuation for investment properties as adopted and disclosed in the financial statements. The AC also received reports on IPTs reviewed by IA, noting that the transactions were on normal commercial terms and were not prejudicial to the interests of the Company and its minority shareholders. The Company has a policy and appropriate procedures in place to comply with the Listing Manual requirements for IPTs. All IPTs are reported to and monitored by the Finance department which also monitors the aggregate value of such IPTs (for compliance with the Listing Manual), prior to IA’s review. Legal advice is sought, if required, on any specific issues. In FY 2024, there were no significant IPTs involving controlling shareholders or Directors requiring approval of the shareholders. The AC also meets with IA at least once a year without the presence of Management. IA employs suitably qualified professional staff with the requisite skill sets and experience, including IT auditors with the relevant professional IT certifications. The IT auditors are members of the ISACA Singapore Chapter, a professional body administering information systems audit and information security certifications that is headquartered in the US. IA provides training and development opportunities for its staff to ensure their technical knowledge and skill sets remain current and relevant. SHAREHOLDER RIGHTS AND ENGAGEMENT Principles 11 And 12: Shareholder Rights and Conduct of General Meetings and Engagement with Shareholders The Company is committed to treating all its shareholders fairly and equitably. All shareholders enjoy specific rights under the Constitution and the relevant laws and regulations. General Meetings The Company encourages shareholder participation and voting at general meetings. Shareholders may download Annual Reports and notices of general meetings from the Company’s website at www.capitalandinvest.com and The Company confirms that it complies with Rules 712, 715 and 716 of the Listing Manual in relation to the appointment of its external auditors. Internal Audit The Company has an Internal Audit Department (IA). IA is independent of the activities it audits. The primary reporting line of IA is to the AC, which also decides on the appointment, termination and remuneration of the head of IA. IA has unfettered access to the Group’s documents, records, properties and employees, including access to the AC, and has appropriate standing within the Company. The AC monitors and assesses the role and effectiveness of IA through the review of IA’s processes from time to time. The AC also reviews to ensure that IA is adequately resourced and skilled in line with the nature, size and complexity of the Company’s business. The AC reviewed the internal audit function in respect of FY 2024, and is satisfied that the internal audit function is adequately resourced, effective and independent. IA formulates its internal audit plan in consultation with, but independently of, Management. Its audit plan is submitted to the AC for approval prior to the beginning of each year. IA also reviews compliance with the Group’s policies, procedures and regulatory responsibilities, performed in the context of financial, operational and information system reviews. IA is guided by the International Standards for the Professional Practice of Internal Auditing developed by the Institute of Internal Auditors Inc. Singapore (IIAS), and has incorporated such standards into its audit practices. For FY 2024, the AC reviewed the results of audits performed by IA based on the approved audit plan. All findings are reported to Senior Management and the AC with emphasis on the significant findings. IA also reviews the status of implementation of the audit recommendations, and reports the same to Senior Management and the AC. The AC reviewed reports on whistleblower complaints reviewed by IA to ensure independent and thorough investigation and adequate follow-up. 71 Annual Report 2024
RkJQdWJsaXNoZXIy NTkwNzg=