TenaciTy againsT adversiTy - Swissco Holdings Limited

32CorporateGovernance Report11. AUDIT COMMITTEEPrinciple 11:The Board should establish an Audit Committee with written terms of reference, which clearlyset out its authority and duties.The AC comprises Mr Lim How Teck, as the Chairman, and Messrs Oh Choon Gan and Tan Fuh Gih, as theCommittee members. The members of the AC have sufficient financial management expertise, as interpreted by theBoard in its business judgment, to discharge the AC’s functions.The AC functions within its written terms of reference. The main duties and powers of the AC are inter alia, as follows:1) To review with the external auditors their audit plan, scope and results of the audit.2) To ensure co-ordination between the external auditors and Management, review the co-operation andassistance given by Management to the external auditors, and discuss issues and concerns, if any, arising fromthe interim and final audits and any other matters which the auditors may wish to discuss (in the absence ofManagement where necessary).3) To ensure that the internal audit function (if any) is adequate and has appropriate standing within the Company,ensure the adequacy of the internal audit function (if any) at least annually, and review the scope and results ofthe internal audit procedures (if any).4) To ensure that a review of the effectiveness of the Company’s material internal controls, including financial,operational and compliance controls, and risk management, is conducted at least annually by the internalauditors.5) To review the quarterly, half-year and full year financial statements, including the balance sheet of the Companyand the consolidated balance sheet and income statement of the Group before submission to the Board forapproval, focusing in particular, on changes in accounting policies and practices, major risk areas, significantadjustments resulting from the audit, the going concern statement, compliance with accounting standards aswell as compliance with any stock exchange and statutory/regulatory requirements.6) To commission and review and discuss with the external auditors, if necessary, any suspected fraud orirregularity, or suspected failure of internal controls, or suspected infringement of any relevant laws, rules orregulations, which has or is likely to have a material impact on the Group’s operating results and/or financialposition, and Management’s response.7) To review the scope and results of the audit and its cost effectiveness and the independence and objectivity ofthe external auditors, and where the external auditors also supply a substantial volume of non-audit servicesto the Company, to keep the nature and extent of such services under review, with a view towards striking abalance between the maintenance of objectivity and value for money.8) To review the independence of the external auditors annually, and consider the appointment or re-appointmentof the external auditors, the audit fee, and matters relating to the resignation or dismissal of the auditors.9) To approve internal control procedures and arrangements for all interested person transactions.10) To review transactions falling within the scope of the Listing Manual Section B: Rules of Catalist of the SGX-ST, in particular, matters pertaining to Interested Person Transactions and Acquisitions and Realisations as laiddown in Chapters 9 and 10, respectively, thereof.11) To undertake such other reviews and projects as may be requested by the Board and report to the Board itsfindings from time to time on matters arising and requiring the attention of the AC.12) Generally to undertake such other functions and duties as may be required by the relevant laws or the ListingManual Section B: Rules of Catalist of the SGX-ST, and by such amendments made thereto from time to time.