Navigating Challenges • EMBRACING DIVERSITY | ANNUAL REPORT 2015
NOTICE OF ANNUAL GENERAL MEETING
statisTICS OF SHAREHOLDINGs
FINANCIAL CONteNts
CORPORATE GOVERNANCE REPORT
39
Corporate Governance Report
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;
•
reviewing and reporting to the Board at least annually the adequacy and effectiveness of the Group’s main
internal controls with the CFO and the internal and external auditors, including financial, operation, compliance
and information technology controls via reviews carried out by the internal auditors;
•
reviewing and approving transactions falling within the scope of Chapter 9 and Chapter 10 of the Catalist Rules
(if any);
•
reviewing any potential conflicts of interest;
•
reviewing the suitability of the CFO and the adequacy of the finance team on an on-going basis;
•
reviewing and approving all hedging policies and instruments (if any) to be implemented by the Group;
•
undertaking 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 ARC;
•
reviewing the financial risk areas, with a view to providing an independent oversight on the Group’s financial
reporting, the outcome of such review to be disclosed in the annual reports or if the findings are material, to be
immediately announced via SGXNET;
