CORPORATE GOVERNANCE & SUSTAINABILITY | CORPORATE GOVERNANCE • the approval of the 2023 annual Internal Audit • the effectiveness of the Company’s processes in relation programme and review of progress on the 2022 to financial reporting and statutory and regulatory programme compliance • periodic reports from IA and progress in resolving any • areas of risk identified by management matters identified in them • significant risks reported by IA • significant accounting and audit issues • work programmes proposed by IA and the external • the Company’s policy regarding connected transactions auditors and the nature of such transactions • significant issues arising from internal and external • the relationship with the external auditors as discussed audit reports on pages 105 to 106 • the results of management’s control self-assessment • the Company’s compliance with the CG Code exercise • the Company’s code and policies As a result of the above review, the Board confirms, and In 2023, the Committee has reviewed, and recommended management has also confirmed to the Board, that the to the Board for approval, the 2022 financial statements. Group’s risk management and internal control systems are effective and adequate and have complied with the Assessing the Effectiveness of Risk CG Code provisions on risk management and internal Management and Internal Control Systems control throughout the year and up to the date of this On behalf of the Board, the Audit Committee reviews annual report. annually the continued effectiveness of the Group’s risk Company Secretary management and internal control systems dealing with risk and financial accounting and reporting, the effectiveness The Company Secretary is an employee of the Company and efficiency of operations, compliance with laws and and is appointed by the Board. The Company Secretary is regulations, and risk management functions. responsible for facilitating the Board’s processes and This assessment considers: communications among Board members, with • the scope and quality of management’s ongoing shareholders and with management. The Company monitoring of risks (including ESG risks) and of the risk Secretary undertakes at least 15 hours of relevant management and internal control systems, the work and professional training annually to update skills and effectiveness of Internal Audit and the assurances knowledge. provided by the Finance Director Internal Audit Department • the changes in the nature and extent of significant risks (including ESG risks) since the previous review and the The Swire group has had IA in place for 27 years. IA plays a Group’s ability to respond to changes in its business and critical role in monitoring the governance of the Group. The the external environment department is staffed by 26 audit professionals and • the extent and frequency with which the results of conducts audits of the Group and of other companies in the monitoring are communicated, enabling the Committee Swire group. The 26 professionals include a team based in to build up a cumulative assessment of the state of the Chinese Mainland which reports to IA in Hong Kong. control in the Group and the effectiveness with which IA reports directly to the Audit Committee without the risk is being managed need to consult with management, and via the Audit • the incidence of any significant control failings or Committee to the Board. IA has unrestricted access to all weaknesses that have been identified at any time during areas of the Group’s business units, assets, records and the period and the extent to which they have resulted in personnel in the course of conducting its work. unforeseen outcomes or contingencies that have had, could have had, or may in the future have, a material The annual IA work plan and resources are reviewed and impact on the Company’s financial performance agreed with the Audit Committee. or condition 104