ANNUAL REPORT 2015
27
Corporate Governance
Report
reviewing the periodic consolidated financial statements and any formal announcements relating to the Group’s financial performance
before submission to the Board for approval, focusing in particular on changes in accounting policies and practices, major risk areas,
significant adjustments resulting from the audit, compliance with accounting standards, compliance with the Catalist Rules and any other
relevant statutory or regulatory requirements, concerns and issues arising from the audits including any matters which the auditors may
wish to discuss in the absence of management, where necessary;
reviewing the effectiveness and adequacy of the Group’s risk management and internal controls systems, including financial, operational,
compliance and information technology controls, discussing issues and concerns, if any, arising from the internal audits and reporting to
the Board at least annually in connection therewith;
reviewing and discussing with the external and/or internal auditors any suspected fraud, irregularity or infringement of any relevant
laws, rules and regulations, which has or is likely to have a material impact on the Group’s operating results or financial position and
management’s response;
reviewing the adequacy and effectiveness of the Group’s internal audit function;
reviewing the assistance given by the management to the internal and external auditors;
reviewing the independence and objectivity of the internal and/or external auditors at least annually, considering the appointment or re-
appointment of the internal and external auditors and matters relating to the resignation or dismissal of the auditors, and approving the
remuneration and terms of engagement of the internal and external auditors;
reviewing interested person transactions (if any) falling within the scope of the Catalist Rules;
reviewing the procedures by which employees of our Group and any other persons may, in confidence, report to the Chairman of the AC
regarding possible improprieties in matters of financial reporting or other matters and ensuring that there are arrangements in place for
independent investigation and follow-up actions thereto;
undertaking such other reviews and projects as may be requested by the Board, and reporting to the Board its findings from time to time
on matters requiring the attention of our AC; and
generally undertaking such other functions and duties as may be required by statute or the Catalist Rules, or by such amendments as
may be made thereto from time to time.
In addition, the AC is tasked to commission independent investigations of any suspected fraud or irregularity, which has or is likely to have a
material impact on the Group’s operating results or financial position, and to review the findings of such investigations. The AC has reasonable
resources to enable it to discharge its responsibilities properly. It has full access to, and the co-operation of, management and full discretion to
invite any Director or key executive to attend its meetings.
The AC also meets with the internal auditors and external auditors without management, at least annually and whenever necessary to review the
adequacy of audit arrangements, with emphasis on the scope and quality of audit and the independence and objectivity of the auditors.
The external auditors provides regular updates and briefings to the AC on changes to accounting standards and other financial issues to enable
the AC to keep abreast of such changes and its corresponding impact on the financial statements.
External Auditors
The AC undertook a review of the independence and objectivity of the external auditors through discussions with the external auditors as well as
reviewing the non-audit fees paid to them. The AC received an audit report from the external auditors setting out the non-audit services provided
and the fees charged for FY2015. A breakdown of the audit and non-audit fees paid to the Company’s auditors is disclosed on page 76 of this
Annual Report.
Having undertaken a review of the non-audit services provided during the year, the AC remains confident that the objectivity and independence
of the external auditors are not in any way impaired by reason of the non-audit services which they provide to the Group as these services were
provided solely in connection with the Company’s IPO. Moreover, the AC is satisfied that these services were provided efficiently by the external
auditors as a result of their existing knowledge of the business.
The Company has complied with Rules 712 and 715 of the Catalist Rules in the appointment of its external auditors.
