The duties of the AC include reviewing with the internal auditors, external auditors and
management, the Group’s policies and control procedures, interested person transactions, as
well as any financial information presented to shareholders. Specifically, the AC:
-
reviews the audit plan and results of external audit, the cost effectiveness of the audit,
the independence and objectivity of the external auditors and the nature and extent of
non-audit services provided by the external auditors;
-
reviews the quarterly results announcements before submission to the Board for
adoption;
-
reviews the audited annual financial statements of the Group, accounting principles and
policies thereto and management of financial matters before endorsement by the Board;
-
reviews the internal audit plan, the adequacy of the internal control procedures and
their evaluation of the effectiveness of the internal control systems, including financial,
operational, compliance and information technology controls and risk management;
-
reviews findings and recommendations of the internal and external auditors and
evaluation of the internal control systems of the Group and related management
responses and actions to correct any deficiencies;
-
reviews the co-operation given by the Company’s officers to the internal and external
auditors;
-
recommends to the Board on the appointment, re-appointment and removal of external
auditors and approves their fees for shareholders’ approval; and
-
reviews interested person transactions in accordance with the requirements of the SGX-
ST Listing Manual.
The AC has explicit authority to investigate any matter within the scope of its duties and is
authorised to obtain independent professional advice. It has full access to and co-operation of
the management and reasonable resources to enable it to discharge its duties properly. It also
has full discretion to invite any executive director or any other person to attend its meetings.
The AC meets with the internal and external auditors separately, at least once a year, without
the presence of management to review any areas of audit concern. Individual members of the
AC also engage the internal and external auditors separately in ad hoc meetings.
For the financial year under review, the AC has reviewed the non-audit services provided
by the Company’s external auditors, which comprised attestation services required under
the Approved International Shipping Enterprise Scheme. The AC is satisfied that their
independence and objectivity have not been impaired by the provision of those services. The
fees payable to the external auditors in respect of audit and non-audit services, are set out on
page 140 of this Annual Report.
In the presentations of annual audit plan and full year results by the external auditors in AC
meetings, an overview of changes in accounting standards, laws and regulations was covered.
From time to time, the management will brief the directors at Board meetings when there
are changes in regulations and/or accounting standards which may have an impact on the
financial statements. The Company Secretary informs the directors of upcoming conferences
and seminars relevant to their roles as directors and members of Board Committees.
The AC has recommended to the Board the re-appointment of Ernst & Young LLP as the
Company’s external auditors at the forthcoming AGM. There is no member of the AC who was
a former partner or director of the Company’s existing auditing firm.
The Group has complied with Rule 712 and Rule 715 read with Rule 716 of the SGX-ST Listing
Manual in relation to its auditing firms.
CORPORATE GOVERNANCE
REPORT
ASL Marine Holdings Ltd. /Annual Report 2015
43
