Page 39 - ar2012

Report on Corporate Governance
ACCOUNTABILITY (PRINCIPLE 10)
In presenting the annual financial statements and quarterly announcements to shareholders, it is the aim of the Board to
provide shareholders with detailed analysis, explanations and assessment of the Company’s and the Group’s financial position
and prospects.
The Management currently provides the Board with balanced and understandable accounts of the Company’s performance,
financial position and business prospects on a regular basis.
AUDIT COMMITTEE (PRINCIPLE 11)
For FY2012, the Audit Committee (“AC”) comprised three non-executive Directors and was chaired by Mr Yap Chee Keong,
then the Lead Independent Director. The other two members of the AC are Tan Sri Dato’ Dr Lin See-Yan and Ms Chew
Gek Hiang. Mr Yap has been re-designated as Executive Director as of 2 January 2013 and Mr Gautam Banerjee was appointed
as Chairman of the AC and Lead Independent Director with effect from 2 January 2013.
All members of the AC are financially literate and have accounting or related financial management expertise or experience.
The role of the AC is documented in a Charter (Terms of Reference) approved by the Board. The Charter, amended by the
Board in 2005 to facilitate the Company’s compliance with the Code, defines the purpose, authority and responsibilities of
the AC. The AC is authorised to investigate any matters specified in the Charter.
In performing its functions, the AC reviews the overall scope of both internal and external audits and the assistance given by
the Company’s officers to the auditors. It meets with the Company’s internal and external auditors to discuss the results of
their respective examinations and their evaluation of the Company’s system of internal accounting and financial controls on
a quarterly basis.
The AC reviews interested person transactions to ensure that they are carried out on normal commercial terms and are not
prejudicial to the interests of the Company and its minority shareholders. The AC also reviews the consolidated financial
statements and the auditor’s report, as well as related announcements to shareholders and The Singapore Exchange Securities
Trading Limited before submission to the Board.
The AC has reviewed and is satisfied that the independence and objectivity of the external auditors have not been compromised
by the provision of non-audit services. Accordingly, it has recommended to the Board the nomination of the external auditors,
Messrs Ernst & Young LLP, for re-appointment at the forthcoming Annual General Meeting to be held on 31 May 2013.
In FY2012, the AC met twice with the external auditors and internal auditors without the presence of the Management.
In appointing the audit firms for the Group, the AC is satisfied that the Company has complied with the Listing Rules 712 and 715.
The Straits Trading Company Limited ANNUAL REPORT 2012 37 /