Our Audit Committee comprises Hew Koon Chan, Andrew Mak and Tan Hwee Kiong. The Chairman of the Audit Committee is Hew Koon Chan.
Our Independent Directors do not have any existing business or professional relationship of a material nature with our Group, other Directors or Substantial Shareholders. They are also not related to the other Directors or Substantial Shareholders.
Our Audit Committee will assist our Board of Directors in discharging their responsibility to safeguard our assets, maintain adequate accounting records and develop and maintain effective systems of internal control, with the overall objective of ensuring that our management creates and maintains an effective control environment in our Group.
Our Audit Committee will provide a channel of communication between our Board of Directors, our management and our external auditors on matters relating to audit.
Our Audit Committee shall meet semi-annually to perform the following functions:-
- review the audit plans of the external auditors and our internal auditors, including the results of our external and internal auditors' review and evaluation of our system of internal controls;
- review the annual consolidated financial statements and the external auditors' report on those financial statements, and discuss any significant adjustments, major risk areas, changes in accounting policies, compliance with international financial reporting standards, concerns and issues arising from their audits including any matters which the auditors may wish to discuss in the absence of management, where necessary, before submission to our Board of Directors for approval;
- review the periodic consolidated financial statements comprising the profit and loss statements and the balance sheets and such other information required by the Catalist Rules, before submission to our Board of Directors for approval;
- review and discuss with external and internal auditors (if any), any suspected fraud, irregularity or 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;
- review the co-operation given by our management to our external auditors;
- review the report of the internal control review to be conducted within one year after our Company's admission to Catalist and to consider and make recommendations to our Board whether to continue such reviews;
- consider the appointment and re-appointment of the external auditors and matters relating to resignation or dismissal thereof;
- review and ratify any interested person transactions falling within the scope of Chapter 9 of the Catalist Rules;
- review the guidelines and review procedures set out in the “Interested Person Transactions – Guidelines and Review Procedures for Future Interested Person Transactions other than those covered in the Shareholders' Mandate” section of this Offer Document and future interested person transactions, if any;
- monitor all the undertakings and agreements described in the “Potential Conflicts of Interests – Interests of Directors, Controlling Shareholder or their Associates” section of this Offer Document;
- review any potential conflicts of interest;
- review the adequacy and supervision of the finance and accounting team on an annual basis;
- review the procedures by which employees of our Group may, in confidence, report to the Chairman of our Audit Committee, possible improprieties in matters of financial reporting or other matters and ensure that there are arrangements in place for independent investigation and follow-up actions in relation thereto;
- undertake such other reviews and projects as may be requested by our Board of Directors, and will report to our Board its findings from time to time on matters arising and requiring the attention of our Audit Committee; and
- undertake generally such other functions and duties as may be required by law or the Catalist Rules, and by such amendments made thereto from time to time.
Apart from the duties listed above, our Audit Committee shall commission and review the findings 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 our Group's operating results and/or financial position. Each member of our Audit Committee shall abstain from voting on any resolutions in respect of matters in which he is interested.
Our Audit Committee shall also commission an annual internal control audit until such time as our Audit Committee is satisfied that our Group's internal controls are robust and effective enough to mitigate our Group's internal control weaknesses (if any). Prior to the decommissioning of such annual audit, our Board is required to report to the SGX-ST and the Sponsor on how the key internal control weaknesses have been rectified, and the basis for the decision to decommission the annual internal control audit. Thereafter, such audits may be initiated by our Audit Committee as and when it deems fit to satisfy itself that our Group's internal controls remain robust and effective. Upon completion of the internal control audit, appropriate disclosure will be made via SGXNET of any material, price-sensitive internal control weaknesses and any follow-up actions to be taken by our Board.
Our Audit Committee, (a) having conducted an interview with Tan Su Kim; (b) considered her qualifications and past working experience (as described in the “Directors, Management and Staff – Executive Officers” section of this Offer Document; (c) observed her abilities, familiarity and diligence in relation to the financial matters and information on our Group; and (d) noted the absence of any negative feedback from Ernst & Young LLP, is of the view that Tan Su Kim is suitable for the position of Financial Controller.