KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
41
CORPORATE
GOVERNANCE REPORT
reporting to the Board on any material changes to the risk profile of the Group;
reviewing risk management structure and recommend appropriate measures to control and mitigate
the risks of the Group, as and when these arise;
receiving and reviewing periodic report from Management Risk Committee; and
advising the Board on proposed strategic transactions, focusing in particular on risk aspects and
implications for the risk tolerance of the Group, and taking independent external advice where
appropriate and available.
Apart from the duties listed above, the ARC shall 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 Singapore law, rule or regulation which has or is likely to have a material impact on the
Group’s operating results and/or financial position. Each member of the ARC shall abstain from voting on
any resolutions in respect of matters in which he is interested.
As at date of this Report, the ARC has:
(i)
reviewed the scope of work of the external auditors;
(ii)
reviewed the scope of work of the internal auditors;
(iii) reviewed the audit plans of both the internal and external auditors and discussed the results of the
findings and evaluation of the Company’s system of internal controls;
(iv) reviewed interested person transactions of the Group;
(v)
met with the Company’s external auditors and internal auditors without the presence of the
Management;
(vi) reviewed the independence and objectivity of external auditors;
(vii) reviewed and adopted the whistle blowing policy;
(viii) reviewed the Company’s procedures for detecting fraud and whistle blowing matters;
(ix) reviewed and adopted the revised terms of reference of the ARC; and
(x)
reviewed and recommended to the Board announcements relating to the Group’s quarterly and full
year results.
The aggregate amount of audit and non-audit fees paid or payable to the external auditors, KPMG LLP,
for FY2014 are S$300,000 and S$36,300 respectively. The ARC has undertaken a review of the volume
and nature of the non-audit services provided by the external auditors to the Group and is satisfied that
the nature and extent of such services will not prejudice the independence and objectivity of the external
auditors. The ARC has recommended to the Board the nomination of KPMG LLP for re-appointment as
auditors of the Company at the forthcoming AGM. The Group has also complied with Rules 712 and 715 of
the Catalist Rules in relation to the appointment of its external auditors.
The ARC has explicit authority to investigate any matter within its terms of reference. It has full access to,
and has had the full co-operation of the Management. It also has full discretion to invite any Director or any
member of the Management to attend its meetings or be provided with reasonable resources to enable it to
discharge its functions properly.
