Page 30 - ar2012

26 GoodLand Group Limited
Board opinion on internal controls
Based on the internal controls established and maintained by the Group, work performed by the internal and
external auditors, and reviews performed by management, various Board Committees and the Board, the
Board, in concurrence with the AC, is of the opinion that the Group’s internal controls addressing fnancial,
operational and compliance risks were adequate as at 30 September 2012.
13. Internal Audit
Principle 13: Establishment of an internal audit function that is independent of the function it audits
The AC is aware of the need to establish a system of internal controls within the Group to safeguard the
shareholders’ interests and the Group’s assets, and to manage risk.
The size of the operations of the Group does not warrant the Group having an in-house internal audit function.
The internal audit function is outsourced to a professional consultancy frm, Crowe Horwath First Trust Risk
Advisory Pte. Ltd. The AC decides on the timing of the commissioning of the internal audit function from time to
time and ensures that adequate resources are directed to carry out those plans.
The Company’s internal auditors have conducted an annual review in accordance with their audit plans,
of the effectiveness of the Company’s material internal controls, including fnancial, operational and
compliance controls, and risk management. Any material non-compliance or failures in internal controls and
recommendations for improvements are reported to the AC. The AC has also reviewed the effectiveness of
actions taken by the management on the recommendations made by the internal auditors in this respect.
The AC is satisfed that the internal audit is adequately resourced and has the appropriate standing within the
Group.
14. Communication with Shareholders
Principle 14: Regular, effective and fair communication with shareholder
Principle 15: Greater shareholder participation at AGMs
The Board is mindful of its obligation to provide timely and fair disclosure of material information to shareholders.
Shareholders are kept abreast of results and other material information concerning the Group through regular
and timely dissemination of information via SGXNET announcements, annual reports, and various other
announcements made during the year.
All shareholders of the Company will receive the notice of the AGM and the notice will also be advertised in the
newspaper. The Chairman and the other Directors will attend the AGM and are available to answer questions
from the shareholders. The external auditors will also be present to assist the Directors in addressing any relevant
queries from shareholders. The Board considers the AGM as the main forum where dialogue with shareholders
can be effectively conducted.
The Company ensures that there are separate resolutions at general meetings on each distinct issue.
The Company’s Articles of Association allow a member of the Company to appoint one or two proxies to
attend and vote at its general meetings.
Dealing in Company’s Securities
In line with Rule 1204(19) of the Catalist Rules, the Group has adopted an internal code of conduct to provide
guidance to its Directors, management and executive offcers with regard to dealings in the Company’s securities.
Directors and executive offcers of the Company should not deal in Company’s securities on short term considerations
or when they are in possession of unpublished price sensitive information. They are also not allowed to deal in the
Company’s securities during the period of one month prior to the announcement of the Company’s half year and full
year fnancial results and ending on the date of the announcement of the fnancial results. The Directors and offcers
are also required to adhere to the provisions of the Companies Act, and any other relevant regulations with regard
to their securities transactions.
Corporate Governance Report