UOBKH/AR09 [web] - ChartNexus

14
Corporate Governance Report (continued)
Key information on the directors and their appointments on the various Board Committees and on key
management staff of the Group is given under the section “Profile of Directors and Key Management Personnel”
on pages 19 to 21.
The Board oversees the overall strategy, supervises the management, reviews management performance and
reviews the affairs and financial position of the Company and the Group. Matters which are specifically reserved
for the Board’s decision include:-
● quarterly and annual results announcements;
● financial statements;
● declaration of interim dividends and proposal of final dividends;
● convening of shareholders’ meetings;
● major transactions; and
● interested person transactions.
To assist the Board in the discharge of its duties, management provides the Board with periodic accounts of the
Company and the Group’s performance, position and prospects. Directors receive Board papers in advance of
Board and Board Committee meetings and have separate and independent access to the Company’s senior
management and Company secretary. There is a procedure whereby any director may in the execution of his
duties, take independent professional advice.
To familiarise newly appointed directors with the Group’s business and corporate governance practices, directors
are provided with relevant materials of the Group’s business which explain activities and how the Group’s
business is managed.
Audit Committee (‘AC’)
The AC comprises three members, namely Dr. Henry Tay Yun Chwan (chairman), Mr. Chelva Retnam Rajah
and Mr. Francis Lee. Dr. Tay and Mr. Rajah are independent directors and Mr. Lee is a non-executive director.
At least two members have related financial management expertise or experience. The AC met a total of 4 times
during the year. An executive director, the director of internal audit and compliance, the head of finance and
the external auditors normally attend the meetings. During the year, the chairman of the AC has had separate
meetings with the external auditors and the internal audit and compliance director. This is to provide the
external auditors and the internal auditor with opportunities to discuss issues encountered in the course of
their work directly with the AC.
The main terms of reference of the AC are:-
– to review with the internal and external auditors the adequacy of the internal control systems;
– to review the audit plans and findings of the internal and external auditors;
– to review all announcements of financial results; and
– to review interested person transactions.
The AC:-
– has full access to and co-operation from management as well as full discretion to invite any director
or executive director to attend its meetings;
– has been given reasonable resources to enable it to complete its functions properly; and
– has reviewed findings and evaluations of the system of internal controls with internal and external
auditors.
4.6
1.1, 1.5
6.1, 6.2, 6.3,
10.2
1.6
11.1, 11.2, 11.3,
11.5, 11.8
11.4