26
JUMBO GROUP LIMITED
Corporate Governance
Report
ACCOUNTABILITY AND AUDIT
Accountability
Principle 10: The Board should present a balanced and understandable assessment of the Company’s performance, position and
prospects.
In line with the Company’s disclosure obligations under the Catalist Rules, the Board’s policy is that shareholders shall be informed of all major
developments relating to the Group. Information is communicated to shareholders on a timely basis through SGXNET and the press. The Board
also provides shareholders with a detailed explanation of the Group’s performance, position and prospects on a quarterly basis.
Management makes available to all Directors the management accounts and other financial statements, together with all other relevant
information of the Group’s performance, position and prospects on a quarterly basis and as and when the Directors may require from time to time.
Risk Management and Internal Controls
Principle 11: The Board is responsible for the governance of risk. The Board should ensure that management maintains a sound
system of risk management and internal controls to safeguard shareholders’ interests and the Company’s assets, and should
determine the nature and extent of the significant risks which the Board is willing to take in achieving its strategic objectives.
The AC and management are responsible for overseeing the Group’s risk management framework and policies, including reviewing the Group’s
business and operational activities to identify areas of significant business risks, and recommending to the Board the appropriate strategy and
resources required for managing risks that are consistent with the Group’s risk appetite.
Material transactions are subject to risk analysis by the AC and management, and measures to safeguard against significant risks are established
prior to undertaking new projects. The AC, together with management, will continue to enhance and improve the existing risk management and
internal control systems.
The internal and external auditors also assist in the risk management process by identifying certain areas of concern that are uncovered through
financial/audit checks. The key risks facing the Group have been identified and appropriate measures are in place to mitigate such risks.
The Board has received assurance from the CEO and Executive Chairman, and the Chief Financial Officer that the financial records have been
properly maintained and the financial statements give a true and fair view of the Group’s operations and finances, and regarding the adequacy
and effectiveness of the Group’s risk management and internal control systems.
Based on the internal controls (including financial, operational, compliance and information technology controls) established and maintained by the
Group, work performed by the internal and external auditors, information provided to the AC and the Board and reviews performed by the AC and
the Board at least annually, the Board, with the concurrence of the AC, is of the opinion that the Group’s internal controls, addressing financial,
operational, compliance and information technology risks, and risk management systems are adequate and effective as at the date of this Annual
Report.
The system of internal controls and risk management established by the Group provides reasonable, but not absolute, assurance that the Group
will not be adversely affected by any event that can be reasonably foreseen as it strives to achieve its business objectives. The Board also notes
that no system of internal controls and risk management can provide absolute assurance in this regard, or absolute assurance against the
occurrence of material errors, poor judgment in decision-making, human error, losses, fraud or other irregularities.
Audit Committee
Principle 12: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and
duties.
The AC is chaired by Mr. Tan Cher Liang and comprises Dr. Lim Boh Soon and Mr. Richard Tan Kheng Swee. All the AC members, including the
Chairman, are Independent Directors.
The AC holds at least four (4) meetings in each financial year. The principal functions of the AC in accordance with its written terms of reference
are as follows:
reviewing with the internal and external auditors, the audit plans, scope of work, their evaluation of the Group’s system of internal
controls, audit reports, their letter(s) to management and management’s responses and the results of the audits compiled by the internal
and external auditors, and reviewing at regular intervals with the management the implementation by the Group of the internal control
recommendations made by the internal and external auditors;
