SINGAPORE WINDSOR HOLDINGS LIMITED
| Annual Report 2015
24
CORPORATE GOVERNANCE
REPORT
Principle 12: Audit Committee
The AC comprises 3 Directors, all Non-Executive Directors, a majority of whom including the Chairman are independent.
All AC members have financial management knowledge and two members have accounting and related financial
management expertise. The Board is of the view that the AC members have sufficient management expertise and
experience to discharge their responsibilities.
The AC has written terms of reference clearly setting out its authority and duties.
The AC has explicit authority to investigate any matter within its terms of reference, full access to and co-operation by
management and full discretion to invite any director or executive officer to attend its meetings, and reasonable resources
to enable it to discharge its functions properly.
The AC meets periodically to perform the following functions:
a)
review with the external auditors the audit plan, their evaluation of the system of internal accounting controls, their
letter to Management and the Management’s response;
b)
review with the internal auditors the internal audit plan and their evaluation of the adequacy of the internal control
and accounting system before submission of the results of such review to the Board for approval prior to the
incorporation of such results in the annual report;
c)
review the financial statements 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 accounting standards as well as compliance with any stock exchange and
statutory/regulatory requirements;
d)
review the internal control and procedures and ensure co-ordination between the external auditors and the
management, reviewing the assistance given by the management to the auditors, and discuss 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);
e)
review the adequacy and effectiveness of the Company’s risk management and internal control systems (including
financial, operational, compliance and information technology controls) and to report to the Board annually;
f)
review and discuss 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 our Group’s operating results
or financial position, and our Management’s response;
g)
consider and recommend the appointment or re-appointment of the external auditors and matters relating to the
resignation or dismissal of the auditors;
h)
review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual;
i)
review potential conflicts of interest, if any;
j)
undertake such other reviews and projects as may be requested by our Board, and report to our Board its findings
from time to time on matters arising and requiring the attention of our Audit Committee; and
k)
generally undertake such other functions and duties as may be required by statute or the Listing Manual, or by such
amendments as may be made thereto from time to time.
The AC meets with the internal and external auditors, at least once a year, without the presence of Management. The
external auditors present to the AC the audit plan and updates relating to any change of accounting standards which have
a direct impact on financial statements during the AC meeting. The AC confirmed that it has undertaken a review of all
non-audit services provided by the external auditors and is satisfied that such service would not, in the AC’s opinion, affect
the independence and objectivity of the external auditors.
