KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
39
CORPORATE
GOVERNANCE REPORT
The ARC currently comprises three (3) members, all of whom, including the ARC chairman, are Independent
Directors:
Mr Ho Boon Chuan Wilson - Chairman
Mr Douglas Owen Chester - Member
Mr Ong Sie Hou Raymond - Member
The Board is of the view that the ARC members are appropriately qualified and have sufficient accounting
and/or related financial management expertise and experience to discharge the ARC’s responsibilities.
The ARC meets on a quarterly basis and plays a key role in assisting the Board to review significant
financial reporting issues and judgments to ensure the quality and integrity of the accounting reports, the
audit procedures, internal controls, financial statements and any announcements relating to the Group’s
financial performance, as well as the risk management functions.
The members of the ARC carry out their duties in accordance with a set of terms of reference which
includes:
assisting the Board in discharging its responsibilities on financial reporting matters;
reviewing, with the internal and external auditors, the audit plans, scope of work, their evaluation of
the system of internal accounting controls, their management letter and the Management’s response,
and results of their audits compiled by the internal and external auditors;
reviewing the periodic consolidated financial statements and 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, the going concern
statement, compliance with financial reporting standards as well as compliance with the Catalist Rules
and any other statutory and regulatory requirements;
reviewing the effectiveness and adequacy of the internal control procedures addressing financial,
operational and compliance risks, and ensure co-ordination between the internal and external
auditors, and the Management, reviewing the assistance given by the Management to the auditors,
and discussing problems and concerns, if any, arising from the interim and final audits, and
any matters which the auditors may wish to discuss (in the absence of the Management where
necessary);
reviewing the scope and results of the external audit, and the independence and objectivity of the
external auditors;
reviewing and discussing 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;
making recommendations to the Board on the proposals to the shareholders relating to the
appointment, re-appointment and removal of the external auditors, and approving the remuneration
and terms of engagement of the external auditors;
reviewing significant financial reporting issues and judgments with the CFO and the external auditors
so as to ensure the integrity of the financial statements of the Group and any formal announcements
relating to the Group’s financial performance before their submission to the Board;
