59
ANNUAL REPORT 2015
CORPORATEGOVERNANCEREPORT
58
BAKERTECHNOLOGYlimited
Principle12:AuditCommittee
TheAudit Committee (“AC”) comprisesMr AngMiahKhiang,MrWongMeng Yeng andMsHanSahHeokVicky, all of whom are Independent Directors. TheChairman
of theAC isMr AngMiahKhiang. Allmembers of theAC are appropriately qualified, with at least twomembers having the requisite financialmanagement expertise
andexperience.
TheAC carriedout their duties inaccordancewith the termsof referencewhich include the following:
(i)
Review the scopeand resultsof theexternal auditwork, cost effectivenessof theaudit, and the independenceandobjectivity of theexternal auditors;
(ii)
Review theGroup’squarterly and full year financial statements, theaccountingprinciplesadoptedand theexternal auditor’s report on thefinancial statements
of theGroupbefore submission to theBoard for approval;
(iii) Review, with the internal auditors, the scopeof the internal audit procedures and the results of the internal audit,monitoring the responses to their findings to
ensure that appropriate follow-upmeasuresare taken;
(iv)
Reviewand report to theBoardat least annuallyon theadequacyandeffectivenessof theGroup’s internal controls, includingfinancial, operational, compliance
and information technology controlsand riskmanagement systems, relyingon reviews carriedout by the internal auditors;
(v)
Recommend to theBoardon theproposals to the shareholderson theappointment, re-appointment and removal of theexternal auditors; and
(vi)
Review interestedperson transactions inaccordancewith the requirementsof theListingManual of theSingaporeExchangeSecuritiesTradingLimited
(”SGX-ST”).
TheACmet five timesduring the year under review. Detailsofmembersand their attendanceatmeetingsareprovidedonpage47. Theauditors (if required), theCFO
andCompanySecretary are invited to thesemeetings.
The AC has the authority to investigate any activity it deems appropriatewithin its terms of reference and is authorised to obtain independent professional advice. It
has full access to and cooperation of theManagement and reasonable resources to enable it to discharge its duties properly. It reviews the assistance given by the
Company’s officers to the external and internal auditors. The AC has unrestricted access to the external and internal auditors. The ACmeets with the Company’s
external and internal auditorswithout thepresenceofManagement at least oncea year to reviewanymatter thatmight be raisedprivately. It alsohas full discretion to
inviteany director,member ofManagement or any other person toattend itsmeetings.
Ernst & YoungLLP, the external auditors, have been the auditor of theGroup since 2000 and the current audit inpartner in charge, took over from the previous audit
partner forFY2015onwards.
The aggregate amount of audit and non-audit fees payable to the external auditors for FY2015were $210,000 and $19,000 respectively. The AC, having reviewed the
scopeand valueof non-audit servicesprovided to theGroupbyexternal auditors, issatisfied that thenatureandextent of suchserviceswouldnot prejudiceandeffect
their independenceandobjectivity.
TheAC, has also reviewed and is satisfiedwith the independence and performance of the external auditors having regards to the key audit quality indicators such as
quality andperformance, adequacy of resourcesandexperienceof their engagement partner andauditing teamassigned to theGroup’saudit.
The AC is satisfied that Rules 712(2)(a) and 715 of the SGX-ST Listing Manual are complied with and has recommended to the Board that, Ernst & Young LLP be
nominated for re-appointment asexternal auditorsat the forthcomingAGM.
TheGuidebook forAuditCommittees inSingapore (secondEdition) issuedon19August2014hasbeenprovided toallACmembers. Incarryingout theirresponsibilities,
theACmembers refer to theseguidelinesasappropriate.
TheCompanyhasaCodeofConduct andGiftPolicy to regulate theethical conduct of itsemployees. TheCodeofConduct alsoextends toDirectorsof theCompanyand
all consultantsandagentsengagedby theGroup for thepurposeof representing theGroup in certainareasofworks.
Whistle-blowingPolicy
TheCompanyhas inplaceaWhistle-blowingPolicy topromote thehigheststandardofworkethicsand toeliminateunethical, illegal, corruptandwastefulbehaviorand
acts. ThePolicyprovidesan independent feedbackchannel throughwhichmattersof concernabout possible improprieties inmattersof financial reporting, fraudulent
behaviour andothermattersmay be raisedby employeesandany other personsdirectly toanyACmember in confidenceand ingood faithwithout fear of reprisals.
The Policy establishes the processes by which whistleblowing complaints are handled and the confidentiality and identity of the whistleblower is maintained and
protected.
TheACensures that independent investigationsandanyappropriate followupactionsarecarriedout.Detailsof thispolicyhavebeendisseminatedandmadeavailable
toall employeesof theGroup. Todate, therewereno reports received through thewhistleblowingmechanism.
Principle13: InternalAudit
During 2015, the Company appointed PricewaterhouseCoopers (PwC) as its internal auditors. Prior to this appointment, the Company’s internal auditorswere RSM
EthosPteLtdwhohadprovided theGroup’s internal audit services since2002. The internal auditors report directly to theACChairman.
The AC reviews and approves the internal audit plan and reviews the internal audit reports, audit findings and Management responses to those findings, and the
effectiveness of the Group’s internal audit function. The AC is of the view that the internal auditors have adequate resources to perform its functions and have
discharged their duties to thebest of their ability andare independent of theactivities that they audit.
TheAC issatisfied that the internal auditorshavemet thestandardsset by internationally recognisedprofessional bodies including theStandards for theProfessional
Practiceof Internal Auditingof the Instituteof Internal Auditors.
