Annual Report 2012 - singapore land limited

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16 Singapore Land Limited - Annual Report 2012 CORPORATE GOVERNANCE REPORT INTERNAL CONTROLS The Group maintains a sound system of internal controls and risk management for ensuring proper accounting records and reliable fi nancial information as well as management of business risks with a view to safeguarding shareholders’ investments and the Company’s assets. The Company has a Risk Management Committee to assist the AC and the Board to, inter alia, determine the Company’s level of risk tolerance and risk policies, oversee Management in the design, implementation and monitoring the risk management and internal control systems. Based on the internal controls established and maintained by the Company, work performed by the internal and external auditors, and reviews performed by management, the Audit Committee and the Board, the Board with the concurrence of the Audit Committee is satisfi ed with the adequacy of the Company’s internal controls, addressing the fi nancial, operational and compliance risks. The system of internal controls and risk management established by the Company provides reasonable assurance that the Company will not be materially affected by any event that can be reasonably foreseen. No system of internal controls and risk management can provide absolute assurance against the occurrence of material errors, fraud or other irregularities. INTERNAL AUDIT The Group maintains accountability through an internal audit function that is independent of the activities it audits. The internal audit team is guided by the Standards of Professional Practice of internal auditing set by the Institute of Internal Auditors, and it reports directly to the Chairman of the AC and, administratively, to the CEO. The Company’s internal auditors review the effectiveness of the Company’s material internal controls, including fi nancial, operational and compliance controls, and risk management. Any material non-compliance or failures in internal controls and recommendations for improvements are reported to the AC. The internal audit team has unrestricted access to all records, properties, functions and co-operation from Management and staff necessary to effectively discharge its responsibilities.
Singapore Land Limited - Annual Report 2012 17 CORPORATE GOVERNANCE REPORT COMMUNICATION WITH SHAREHOLDERS The Board provides shareholders with a balanced and understandable assessment of the Company’s performance, position and prospects on a quarterly basis via quarterly announcement of results and other ad hoc announcements as required by SGX-ST. The Company continues to keep shareholders and analysts informed of its corporate activities on a timely, consistent and even-handed basis. The disclosures are made on an immediate basis as required under the Listing Manual of the SGX-ST or as soon as possible where immediate disclosure is not practicable. Briefi ngs and meetings with analysts are held upon request. In the interest of transparency and broad dissemination, material announcements are posted on the Company’s website at www.singland.com.sg. To encourage shareholder participation, shareholders receive the Annual Report and notice of the Annual General Meeting (“AGM”). Notice of AGM is also advertised in the main press and issued via SGXNET. At the AGM and immediately thereafter, shareholders have the opportunity to communicate their views and discuss with Board members and Management matters affecting the Company. The Chairman of each Board Committee, namely, the AC, NC and RC, and the external auditor are present at the AGM to address shareholders’ queries, if any. To ensure transparency in the voting process and better refl ect shareholders’ interest, the Company will conduct electronic poll voting for shareholders/proxies present at the meeting for all the resolutions proposed at the AGM. Votes cast, for or against, on each resolution will be tallied and displayed “live-on-screen” to shareholders immediately at the AGM. The total number of votes cast for or against the resolutions will also be announced after the AGM via SGXNET. GREATER SHAREHOLDER PARTICIPATION The Company’s Articles allow a shareholder of the Company to appoint up to 2 proxies to attend and vote in his or her place at general meetings. The Company also allows CPF Investors to attend general meetings as observers. CODE ON SHARE DEALINGS The Company has adopted Rule 1207(19) of the SGX-ST Listing Manual with respect to dealings in the Company’s securities by its Directors and employees. Circulars are issued to all Directors and employees of the Company and its subsidiaries to remind them of, inter alia, laws of insider trading and the importance of not dealing in the shares of the Company and within the Group on short term consideration and during the “prohibitive periods”.
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SINGAPORE LAND LIMITED Company Regi
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Incorporated in the Republic of Sin
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Annual Report 2012 - singapore land limited

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