SECTION 3: NOMINATION AND APPOINTMENT PROCESS

72 | Nominating Committee Guide Case Study 3B-3 Combining Board Committees This case study illustrates the possibility of combining Board Committees. Context The Board of a company would like to combine the AC, NC and RC into one due to the small size of the Board. Q: Is such an action feasible or advisable? A: Each Committee has its own roles and responsibilities 51 : a) AC 52 • Reviews significant financial reporting issues and exercises judgements to ensure the integrity of the company’s financial statements, and announcements relating to its financial performance. • Reviews and reports to the Board at least once a year, the adequacy and effectiveness of the company’s internal controls. • Reviews the assurance from the CEO and CFO on the financial records and financial statements. • Makes recommendations to the Board on the proposals to shareholders on the appointment, reappointment and removal of external auditors, and approves the remuneration and terms of engagement of the external auditors. • Reviews the adequacy, effectiveness, independence, scope and results of the external audit and the company’s internal audit function. • Reviews the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on. The company publicly discloses, and clearly communicates to employees, the existence of a whistleblowing policy and procedures for raising such concerns. 51 Provision 1.4 of the Code. 52 Provision 10.1 of the Code.