CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 12: AUDIT COMMITTEE “AC”
DG: Guideline 12.6
The AC comprises 3 independent and non-executive directors. The chairman of the AC is Ronald Seah Lim Siang and the
other 2 members are Ng Shin Ein and Ng Jui Ping. The AC is guided by its terms of reference which set out its responsibilities.
The AC assists the Board in discharging its responsibility to safeguard the Group’s assets, maintain adequate accounting
records, and develop and maintain effective systems of internal control, with the overall objective of ensuring that the
Management creates and maintains an effective control environment in the Group. The AC provides a channel of
communication between the Board, the Management and the external auditors on matters relating to audit.
The duties of the AC include:
(a)
review with the external auditors and where applicable, our internal auditors, their audit plans, their evaluation of the
system of internal accounting controls, their letters to Management and the Management’s response;
(b)
review quarterly and annual financial results announcements before submission to the Board for approval, focusing
in particular on changes in accounting policies and practices, major risk areas, significant adjustments resulting from
the audit, compliance with accounting standards and compliance with the Listing Manual and any other relevant
statutory or regulatory requirements;
(c)
review and report to the Board the adequacy and effectiveness of the internal controls, including financial, operational,
compliance and information technology controls and ensure co-ordination between the external auditors and the
Management, and review the assistance given by the Management to the auditors, and discuss issues and concerns, if
any, arising from audits, and any matters which the auditors may wish to discuss (in the absence of the Management,
where necessary);
(d)
review and discuss with the external 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 Group’s operating results or
financial position, and the Management’s response;
(e)
consider and recommend the appointment or re-appointment of the external auditors and matters relating to the
resignation or dismissal of the auditors;
(f)
review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual;
(g)
review potential conflicts of interest, if any;
(h)
undertake such other reviews and projects as may be requested by the Board, and report to the Board its findings
from time to time on matters arising and requiring the attention of the AC; and
(i)
generally undertake such other functions and duties as may be required by statute or the Listing Manual, or by such
amendments as may be made thereto from time to time.
The AC meets, at a minimum, on a quarterly basis. In the event that a member of the AC is interested in any matter being
considered by the AC, he would abstain from reviewing that particular transaction or voting on that particular resolution. If
necessary, the AC also meets with the internal and external auditors without the presence of Management. The internal and
external auditors have unrestricted access to the AC and vice versa. The AC has been given full access to and co-operation
of the Management and has reasonable resources to enable it to discharge its function properly.
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