ANNUAL REPORT
2016
.43
CORPORATE
GOVERNANCE
(c) Review the internal control and procedures;
(d) Review risk management policies and systems and potential business risk management process;
(e) Review the co-operation given by management to the internal and external auditors; and
(f)
Recommend to the Board on the proposals to the shareholders on the appointment, re-appointment and removal of
the external auditors and approve the remuneration and terms of engagement of the external auditors.
II. To serve as an independent and objective party to review the financial information presented by the management to
shareholders, regulators and the general public. In pursuance of this function, the duties of the Audit Committee shall include,
amongst other things, the following:
(a) Review the Company¡¯s key financial risk areas, with a view to providing an independent oversight on the Group¡¯s
financial reporting, and make the appropriate disclosure to the Board and in the Company¡¯s annual report;
(b) Monitor the integrity of the financial information on the relevance and consistency of the accounting standards used
and to review the financial statements, significant financial reporting issues and judgements of the Company and of
the Group with the management and external auditors before submission to the Board; and
(c) Review the half year and full year financial statements and results announcements before submission to the Board for
approval.
III. To examine the adequacy of the Company¡¯s internal controls, and evaluate adherence. In pursuance of this function, the
duties of the Audit Committee, shall include, amongst others, the following:
(a) Exercise authority to investigate any matter within its terms of reference, with full access to and co-operation by the
Company¡¯s management and full discretion to invite any director or executive officer to attend its meetings, and
reasonable resources to enable the Audit Committee to discharge its functions properly;
(b) Review and report to the Board at least annually the adequacy and effectiveness of the Company¡¯s internal controls,
including financial, operational, compliance and information technology controls;
(c) Review and discuss with the auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws,
rules or regulations, which has or is likely to have a material impact on the Company¡¯s operating results or financial
position, and the management¡¯s response;
(d) Commission and review the findings of internal investigations into matters where there is any suspected fraud or
irregularity, or failure of internal controls or infringement of any laws, rules or regulations which has or is likely to have
a material impact on the Company¡¯s operating results and/or financial position;
(e) Review policies and arrangements by which staff of the Company and any other persons may in confidence, raise
concerns about possible improprieties in matters of financial reporting or other matters and ensure that arrangements
are in place for such concerns to be raised and independently investigated and for appropriate follow up action;
(f)
Review transactions (if any) falling within the scope of Chapter 9 and Chapter 10 of the Catalist Rules;
(g) Review potential conflicts of interest (if any) and set out a framework to resolve or mitigate any potential conflicts of
interests; and
(h) Review and approve foreign exchange hedging policies and instruments (if any) implemented by the Group and conduct
periodic review of foreign exchange transactions and hedging policies and procedures.
Summary of the Audit Committee¡¯s Activities
The Audit Committee will meet at least twice a year to review the announcement of the half year and full year financial results
before being approved by the Board for release to the SGX-ST.
The Audit Committee met four times in FY2016. Details of members and their attendance at meetings are provided in page 31.
The Executive Chairman and CEO, Executive Director and Deputy CEO, CFO, GFC and Company Secretary were invited to these
meetings. Internal auditors and external auditors were invited to two of the above meetings as well.
