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The Board has an Audit Committee ("AC")18 which discharges its duties objectively.
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The Audit Committee (AC) is the only Board committee that is mandated for listed companies under Section 201B(1) of the Companies Act and the SGX-ST Listing Rules MR 704(8) and CR 704(7). The Listing Rules require the Board to establish committees that fulfil the functions of the AC, NC and RC (MR 210(5)(e) and 406(3)(e)).
The AC is a critical entity as it manages risk, and ensures good internal controls and integrity of the financial reports. It is often viewed as the company’s last line of defence against fraud.
The Provisions describe:
- The duties of the AC (Provision 10.1)
- The composition of the AC (Provision 10.2).
- The restrictions on former audit partners from functioning as AC members (Provision 10.3).
- The standing, access and reporting requirements of the internal auditor (Provision 10.4).
- The AC’s private sessions with the internal and external auditors (Provision 10.5).
Provision 10.1
The duties of the AC include:
- reviewing the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the company and any announcements relating to the company's financial performance;
Provision 10.2
The AC comprises at least three directors, all of whom are non-executive and the majority of whom, including the AC Chairman, are independent. At least two members, including the AC Chairman, have recent and relevant accounting or related financial management expertise or experience.
Provision 10.3
The AC does not comprise former partners or directors of the company's existing auditing firm or auditing corporation: (a) within a period of two years commencing on the date of their ceasing to be a partner of the auditing firm or director of the auditing corporation; and in any case, (b) for as long as they have any financial interest in the auditing firm or auditing corporation.
Provision 10.4
The primary reporting line of the internal audit function is to the AC, which also decides on the appointment, termination and remuneration of the head of the internal audit function. The internal audit function has unfettered access to all the company's documents, records, properties and personnel, including the AC, and has appropriate standing within the company.
Provision 10.5
The AC meets with the external auditors, and with the internal auditors, in each case without the presence of management, at least annually.