Annual Report 2012 - singapore land limited

Singapore Land Limited - Annual Report 2012
15
CORPORATE GOVERNANCE REPORT
ACCOUNTABILITY AND AUDIT
The Board provides shareholders with a balanced and understandable assessment of the Company’s performance,
position and prospects on a quarterly basis via quarterly announcements of results and other ad hoc announcements as
required by SGX-ST; and Management provides Directors with the management accounts on a monthly basis.
AUDIT COMMITTEE
The AC comprises three non-executive Directors, namely, M/s Yang Soo Suan (appointed member on 27 April 2012
and Chairman on 2 January 2013), James L. Go and Alvin Yeo Khirn Hai, the majority of whom, including the Chairman,
are independent.
The Terms of Reference of the AC are to: (a) review with the external auditor the scope and results of the audit report
and its cost effectiveness; (b) review the signifi cant fi nancial reporting issues and judgements made; (c) review the
adequacy and effectiveness of the Company’s material internal controls and risk management; (d) the effectiveness of
the internal audit function; (e) review the assistance given by the Company’s offi cers to the external and internal auditors;
(f) commission investigations into and review fi ndings likely to have a material impact on the Group’s operating results
or fi nancial position; (g) review interested person transactions; (h) meet with the external and internal auditors annually
without the presence of Management; (i) review the independence of external auditors annually; and (j) decide and award
major tender contracts.
The AC has explicit authority to investigate any matter within its Terms of Reference, full access to and co-operation by
Management and full discretion to invite any Director or executive Director to attend its meetings, and has reasonable
resources to enable it to discharge its functions properly. Management has put in place, with the AC’s endorsement,
arrangements by which staff of the Group may, in confi dence, raise concerns about possible improprieties in matters of
fi nancial reporting or other matters. A whistle-blowing policy was implemented in February 2004.
During the year, the AC held nine meetings. The announcements of the quarterly and full year results, and the fi nancial
statements of the Group and the Auditor’s Report thereon for the full year were reviewed by the AC prior to consideration
and approval of the Board. The AC has met with the external and internal auditors, without the presence of Management,
at least once during the year. For the fi nancial year 2012, the AC undertook a review of the fees and expenses of the
audit and non-audit services provided by the external auditor, PricewaterhouseCoopers LLP. For details of fees payable
in respect of audit and non-audit services, please refer to Note 7 to the Financial Statements. It assessed whether the
nature and extent of the non-audit services might prejudice the independence and objectivity of the auditor before
confi rming its re-nomination. The AC was satisfi ed that such services did not affect the independence of external auditor
and that the external auditor has the requisite resources and expertise to do their work.
The AC also reviewed the Company’s interested person transactions and the cost-effectiveness of the audit conducted
by the external auditor.
The Company confi rms that Rules 712 and 715 of the SGX-ST Listing Manual on the appointment of Auditors have been
complied with. Please refer to Note 34 to the Financial Statements.