67
ANNUAL REPORT FY2015
ARC Composition:
Members of the ARC comprise four directors; namely Professor Pang Eng Fong (Chairman),
COL (Ret) Rodney How Seen Shing, Dr Tan Kim Song, and Mr Lee Khin Tien. 75% of the members of the ARC,
including its Chairman, are independent.
Two members of the ARC, including the Chairman, have recent and relevant accounting and related financial
management expertise.
Number of Meetings:
The ARC held five meetings during FY 2015.
Key Terms of Reference:
The key terms of reference of the ARC are to:
z
review with the external/internal auditors the audit plans, their evaluation of the system of internal
accounting controls, and their audit report including the scope and results of the external audit, the
independence and objectivity of the external auditors;
z
review the financial statements and balance sheet and profit and loss accounts including reviewing the
significant financial reporting issues and judgments so as to ensure the integrity of the financial statements
of the Company and any announcements relating to the Company’s financial performance, before
submission to the Board for approval;
z
review the Group’s financial and operating results and accounting policies;
z
review the internal control procedures, its scope and the results and to ensure co-ordination between the
external/internal auditors and the Management; and review the assistance given by Management to the
external auditors, and discuss problems and concerns, if any, arising from the interim and final audits;
z
review and report to the Board at least annually the adequacy and effectiveness of the Company’s risk
management and system of internal controls;
z
review the effectiveness of the Company’s internal audit function;
z
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 the Group’s
operating results and/or financial position, and the Management’s response;
z
make recommendation to the Board on the proposals to the shareholders on the appointment,
re-appointment and removal of the external auditors;
z
review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual;
z
review potential conflicts of interest, if any;
z
undertake such other review and projects as may be requested by the Board, and report to the Board its
findings from time to time on matters arising and which requires the attention of the ARC; and
z
undertake such other functions and duties as may be required by statute or the SGX-ST Listing Manual, or
by such amendments as may be made from time to time.
