ANNUAL%20REPORT%202015%20eng

Corporate Governance Report
BOARD COMMITTEES
The Board has established four committees, namely, the Audit Committee, Remuneration Committee, Nomination
Committee and Corporate Governance Committee, for overseeing particular aspects of the Company’s affairs. All
Board committees of the Company are established with defined written terms of reference. The terms of reference
of the Board committees are posted on the Company’s website and the Stock Exchange’s website and are
available to shareholders upon request.
Audit Committee
The Audit Committee comprises four members which includes one independent non-executive Director who
possesses the appropriate professional qualifications or accounting or related financial management expertise.
There are three independent non-executive Directors, namely Mr. Chan Tze Ching, Ignatius (chairman), Mr.
Ochirbat Punsalmaa and Mr. Unenbat Jigjid, and one non-executive Director, namely Mr. Gankhuyag Adilbish in
the Committee. Dr. Khashchuluun Chuluundorj has been appointed as a member of the Audit Committee when
Mr. Ochirbat Punsalmaa resigned as a member of the Audit Committee of the Company on 8 January 2016.
The principal duties of the Audit Committee include the following:
• To review the financial statements and reports and to consider any significant or unusual items raised by
the staff responsible for the accounting and financial reporting function, the internal auditor or the external
auditor before submission to the Board;
• To review the relationship with the external auditor by reference to the work performed by the auditor,
their fees and terms of engagement, and to make recommendations to the Board on the appointment,
reappointment and removal of the external auditor;
• To review the adequacy and effectiveness of the Company’s financial reporting system, risk management
and internal control systems and associated procedures; and
• To review arrangements to enable employees of the Company to raise, in confidence, concerns about
possible improprieties in financial reporting, internal control or other matters of the Company.
The Audit Committee held three meetings during the year ended 31 December 2015 to review the annual financial
results and report in respect of the year ended 31 December 2014 and the interim financial results and report
for the six months ended 30 June 2015, the significant issues on financial reporting and compliance procedures,
the major internal audit issues, internal control and risk management systems, scope of work, remuneration
and appointment of external auditors, CCTs, arrangements for employees to raise concerns about possible
improprieties and the appointment of the Head of Internal Audit.
The Audit Committee also met with the external auditor twice during the year.
Annual Report 2015
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