33
Report on
Corporate Governance
Principle 12 – Audit Committee (
“
AC
”
)
The AC comprises three members
,
all of whom are Non-Executive and Independent Directors
.
The members
of the AC are
:
– Lee Gee Aik (Chairman)
– Ch
’
ng Li-Ling
– Eddie Yong
The terms of reference of the AC include the following
:
(a) review the relevance and consistency of the accounting standards
,
the significant financial reporting
issues
,
recommendations and judgments made by the external auditors so as to ensure the integrity
of the financial statements of the Group and any announcements relating to the Group
’
s financial
performance
;
(b) review and report to the Board at least annually the adequacy and effectiveness of the Group
’
s internal
controls
,
including financial
,
operational
,
compliance and information technology controls and risks
management systems (such review can be carried out internally or with the assistance of any competent
third parties)
;
(c) review the effectiveness and adequacy of the Group
’
s internal audit function at least annually
,
including
the determination whether the internal auditor has direct and unrestricted access to the Chairman of
the Board and AC
,
and is able to meet separately to discuss matters/concerns
;
(d) review the scope and results of the external audit
,
and the independence and objectivity of the external
auditors
;
(e) make recommendations 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
;
(f) review the system of internal controls and management of financial risks with the internal and external
auditors
;
(g) review the co-operation given by the Management to the external auditors and the internal auditors
,
where applicable
;
(h) keep abreast of changes in accounting standards and issues which have a direct impact on financial
statements
;
(i) conduct an annual assessment of its performance against its terms of reference duties and
responsibilities and provide a report of the findings to the Board
;
(j) review the assurance provided by the Chairman and MD and the CFO regarding the financial records
being properly maintained and the financial statements giving a true and fair view of the Company
’
s
operations and finances
;
(k) participate in the appointment
,
replacement or dismissal of the head of internal audit or
,
if an external
party
,
the internal auditor
;
(l) review the Group
’
s compliance with such functions and duties as may be required under the relevant
statutes or the Catalist Rules
,
including such amendments made thereto from time to time
;
(m) review and approve interested person transactions and review procedures thereof
;
