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25 Annual Report 2012
(i) Reviews the Group’s key fnancial risk areas, with a view to provide independent oversight on the Group’s
fnancial reporting, the outcome of such review to be disclosed in the annual reports or, where the fndings
are material, announced immediately via SGXNET.
In addition, all transactions with related parties shall comply with the requirements of the Catalist Rules.
The Directors shall abstain from voting in any contract or arrangement or proposed contract or proposed
arrangement in which he has a personal material interest.
Apart from the duties listed above, the AC shall commission and review the fndings 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 or fnancial position or both.
The AC also has the power to investigate any matter brought to its attention, within its terms of reference, with
the power to obtain professional advice at the Company’s expense.
The AC has full access to and co-operation of management, has full discretion to invite any Director or executive
offcer to attend the meetings and has been given reasonable resources to enable it to discharge its functions.
The AC meets with the external auditors and internal auditors, without the presence of the Company’s
management, at least once a year.
The Company has appointed a suitable auditing frm to meet its audit obligations, having regard to the
adequacy of the resources and experience of the auditing frm and the audit engagement partner assigned
to the audit. Moore Stephens LLP was appointed as the Company’s external auditors on 28 March 2009. Mr Neo
Keng Jin is the audit engagement partner in charge of the audit of the Company since 28 March 2009. The
Company confrms that Rule 712 of the Catalist Rules is complied with.
The AC is satisfed with the independence and objectivity of the external auditor and recommends to the Board
the nomination of Moore Stephens LLP for re-appointment at the forthcoming AGM. The AC is also satisfed with
the level of co-operation rendered by management to the external auditors and the adequacy of the scope
and quality of their audits.
The auditors of the Company’s subsidiaries and associated companies are disclosed in note 14 and note 15,
respectively to the fnancial statements in this annual report. The Company confrms that Rules 712 and 715 of
the Catalist Rules have been complied with.
The AC has incorporated “whistle blowing” procedures as part of the Company’s system of internal controls.
This is to provide a channel for employees of the Group to report in good faith and in confdence, without fear
of reprisals, concerns about possible improprieties in fnancial reporting and other matters. The objective of
the policy is to ensure that there is independent investigation of such matters and that appropriate follow up
actions will be taken.
12. Internal Controls
Principle 12: Sound system of internal controls
The AC will ensure that a review of the effectiveness of the Group’s material internal controls, including fnancial,
operational, compliance controls and risk management is conducted annually. The AC will review the audit
plans, and the fndings of the auditors and will ensure that the Group follows up on auditors’ recommendations
raised, if any, during the audit process. In its review of the external auditors’ examination and evaluation of the
system of internal controls to the extent as reviewed by them to form an opinion on the fnancial statements,
no signifcant weakness in the system has come to the attention of the AC to cause to believe that the system
of internal controls is inadequate.
The Company believes that the system of internal controls maintained by the management and that was
in place throughout the fnancial year under review and up to the date of this report provides reasonable,
but not absolute assurance against material fnancial misstatements or loss, and includes the safeguarding of
assets, the maintenance of proper accounting records, the reliability of fnancial information, compliance with
relevant legislation, regulations and best practices, and the identifcation and containment of business risk.
Corporate Governance Report