SUNNINGDALE TECH LTD
ANNUAL REPORT 2014
CORPORATE GOVERNANCE REPORT
34
The Board believes that, in the absence of any evidence to the contrary, the Group’s system of internal controls, ERM and CSA
(covering operational, financial, compliance and risk management system) are adequate for the Group’s business operations. These
provide reasonable, but not absolute, assurance that the Group will not be adversely affected by event that can be reasonably
foreseen as it strives to achieve the business objectives. The Board also notes that no system of internal controls, ERM and CSA can
provide absolute assurance against the occurrence of material errors, poor judgment in decision-making, human error, losses, fraud
or other irregularities
Based on the existing policies described above and the work performed by both the internal and external auditors, the Board, with the
concurrence of the Audit Committee, is of the opinion that the system of internal controls, maintained by the Management addressing
the financial, operational and compliance risks, is adequate in meeting the needs of the current Group’s business operations.
Audit Committee
Principle 12
:
The Board should establish an Audit Committee (“AC”) with written terms of reference which clearly set out its
authority and duties.
All three members of the
AC
namely, Mr. Kaka Singh as the Chairman, Messrs Gabriel Teo Chen Thye and Steven Tan Chee Chuan,
are independent directors of the Company. They bring with them invaluable leadership, managerial and professional expertise in the
investment, financial and business management spheres. The
AC
meets regularly with the Group’s external auditors, internal auditor
as well as its executive management to review accounting, auditing and financial reporting matters so as to ensure that an effective
system of control is maintained in the Group.
The
AC
also approves any proposed changes in accounting policies, reviews need for the internal audit and risk management
functions and discusses the accounting implications of major transactions. In addition, the Committee advises the Board regarding
the adequacy of the Group’s internal controls including risk management and the contents and presentation of its reports.
Specifically, the
AC
:
•
reviews the audit plans and scope of audit examination of the external auditors and evaluates their overall effectiveness through
regular meetings with each group of auditors;
•
reviews the adequacy of the internal audit function;
•
determines that no restrictions are being placed by Management upon the work of the internal and external auditors;
•
evaluates the adequacy of the internal control systems of the Group by reviewing written reports from the external auditors,
and Management’s responses and actions to correct any deficiencies;
•
evaluates the adherence to the Group’s administrative, operating and internal accounting controls;
•
reviews the annual and quarterly financial statements and announcements to shareholders before submission to the Board
for adoption;
•
ensures the nature and extent of non-audit services provided by external auditors would not affect their independence as
external auditors of the Company;
•
reviews interested person transactions to ensure that they are on normal commercial terms and not prejudicial to the interests
of the Company or its shareholders; and
•
considers other matters as requested by the Board.
The
AC
is authorised to investigate any matter within its Terms of Reference, and has full access to the Management and resources
which are necessary to enable it to discharge its functions properly. It also has full discretion to invite any executive director or
executive officer to attend its meetings.
For the financial year ended 31 December 2014, the
AC
met with the external and internal auditors separately, without the presence
of the Management, to discuss the reasonableness of the financial reporting process, to review the adequacy of audit arrangements
with particular emphasis on the observations and recommendations of the auditors, the scope and quality of their audits and the
independence and objectivity of the auditors.
CORPORATE GOVERNANCE REPORT
