REPORT ON CORPORATE GOVERNANCE
their respective examinations and their evaluation of the Company’s system of internal accounting and financial controls on a
quarterly basis.
To assist the discharging of its functions, the AC is provided with adequate resources, has full access to and co-operation of the
Management and the internal auditors, and has full discretion to invite any Director or executive officer to attend its meetings.
All major findings and recommendations are brought to the attention of the Board of Directors.
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 auditors’ report, as well as related announcements to shareholders and the Singapore Exchange Securities
Trading Limited (“
SGX
”) 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,
Ernst & Young LLP, for re-appointment at the forthcoming Annual General Meeting to be held on 30 April 2015. In FY2014, the
AC met once with the external auditors and internal auditors without the presence of the Management.
The details of the remuneration paid to the external auditors for FY2014 are as follows:
S$’000
Audit fees paid/payable to:
– Auditors of the Company
359
– Other auditors
306
Non-audit fees paid/payable to:
– Auditors of the Company
198
– Other auditors
452
The non-audit fees for FY2014 were mainly due to service fees for internal audit and enterprise risk management that were
outsourced, and tax advisory fees relating to the series of corporate transactions. The AC, having reviewed the nature and
quantum of the non-audit fees, was satisfied that the independence of the external auditors had not been compromised by the
provision of the non-audit services.
In appointing the audit firms for the Group, the AC is satisfied that the Company has complied with the Listing Rules 712, 715
and 716.
WHISTLEBLOWER POLICY
In line with Guideline 12.7 of the Code, the Company has a whistle-blowing procedure in place for employees to raise matters of
impropriety in confidence. The policy aims to foster a workplace conducive to open communication regarding the Company’s
business practices and to protect the employees from unlawful retaliation and discrimination for the proper disclosing or reporting
of illegal or unethical conduct in good faith.
Complaints may be made to the designated officers by telephone, email or under confidential mail. All cases reported will be
investigated objectively and thoroughly and appropriate action will be taken where warranted. A summary of the reports received,
investigation results and subsequent actions taken are reported to the AC on a quarterly basis. Under certain circumstances, the
AC will be informed of any complaint, as soon as practicable.
39
THE STRAITS TRADING COMPANY LIMITED ANNUAL REPORT 2014
