The Group has implemented a system of internal controls designed to provide reasonable but not absolute assurance that assets are safeguarded, proper accounting records are maintained, operational controls are adequate and business risks are suitably managed. The Board determines the nature and extent of the significant risks which the Company is willing to take in achieving its strategic objectives and value creation. The Company’s risk management framework and internal control system covers financial, operational, compliance and information technology risks and internal controls. Although the Board does not have a separate risk management committee, the Board oversees the Management in the design, implementation and monitoring of the risk management and internal control systems, and reviews the adequacy and effectiveness of such systems at least annually. The internal auditor, Baker Tilly Consultancy (Singapore) Pte Ltd (“Baker Tilly”), has conducted annual reviews of the effectiveness of the Group’s key internal controls, including financial, operational, compliance and information technology controls, and risk management. Any material non-compliance or lapses in internal controls, together with recommendations for improvement, are reported to the AC and the Board. The timely and proper implementation of all required corrective, preventive or improvement measures are closely monitored. No material internal control weaknesses had been raised by the internal auditors in the course of their audits for FY 2025. Provision 9.2 of the Code: Assurance from CEO, CFO and other key management personnel The Board has received assurance from (a) the Managing Director and the Chief Financial Officer that the financial records have been properly maintained and the financial statements for the financial year ended 31 December 2025 give a true and fair view of the Company’s operations and finances; and (b) the Managing Director and key management personnel regarding the adequacy and effectiveness of the Company’s risk management and internal control systems. Based on the assurance from the Managing Director, the Chief Financial Officer and key management personnel referred to in the preceding paragraph, the various internal controls put in place by the Group, the work performed and reports submitted by the external and internal auditors of the Group and the reviews carried out by the Board and the AC, the Board, with the concurrence of the AC, is satisfied with the adequacy and effectiveness of the Group’s risk management and internal control systems (including financial, operational, compliance and information technology controls and risk management systems) as at 31 December 2025. Audit Committee Principle 10: The Board has an Audit Committee (“AC”) which discharges its duties objectively. Provision 10.1 of the Code: Duties of AC Provision 10.2 of the Code: Composition of AC Provision 10.3 of the Code: AC does not comprise former partners or directors of the Company’s auditing firm The AC comprises Mr Sim Guan Seng (Chairman of AC), Mr Yeo Wee Kiong and Mr Daniel Loh Hong Chye. All members of the AC, including the Chairman of the AC, are independent. No former partner or director of the Company’s existing audit firm or auditing corporation is a member of the AC. The members of the AC have sufficient accounting or financial management expertise, as interpreted by the Board in its business judgment, to discharge the AC’s functions. The AC holds at least two meetings in each financial year. MEGACHEM LIMITED ANNUAL REPORT 2025 65 CORPORATE GOVERNANCE REPORT
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