The duties of the AC include:

  1. 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;
  2. reviewing at least annually the adequacy and effectiveness of the company's internal controls and risk management systems;
  3. reviewing the assurance from the CEO and the CFO on the financial records and financial statements;
  4. making recommendations to the Board on: (i) the proposals to the shareholders on the appointment and removal of external auditors; and (ii) the remuneration and terms of engagement of the external auditors;
  5. reviewing the adequacy, effectiveness, independence, scope and results of the external audit and the company’s internal audit function; and
  6. reviewing 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 whistle-blowing policy and procedures for raising such concerns.
A. Explanation

This Provision sets out some of the key duties of the AC:

  • Financial reporting
    Many stakeholders, especially investors and creditors, rely on the financial statements and disclosures of the company. One of the most important roles of the AC is to ensure the integrity of the financial statements and related announcements. To achieve this, the AC needs to review all significant financial reporting matters, especially judgements made by management. The AC should also obtain and review the assurance from the CEO and the CFO that the financial records have been properly maintained and the financial statements give a true and fair view of the company's operations and finances (Provision 9.2).
  • Internal controls
    Effective controls reduce the risk of asset loss and help ensure that financial statements and other operational information are reliable. The AC should annually review the adequacy and effectiveness of internal controls and risk management systems so that it can help the Board effectively comment on these areas, and also provide the AC, itself, with the assurance to concur with the Board statement as required by the Listing Rules (MR 1207(10) and CR 1204(10)). The AC may conduct its review internally, or seek the assistance of external professionals.
  • Internal audit
    The internal audit function is, in many respects, the right hand of the AC. It is essential to managing risks in the company. It provides the AC with the critical support which the latter needs to ensure sound risk management and internal control systems. The AC should thus ensure that the internal auditor function is adequately resourced, independent and effective.
  • External audit
    The external auditor provides an independent audit report on the financial statements of the company. It also recommends where improvements can be made to the financial reporting and internal control systems. The AC should thus:
    • Review the external audit report and findings.
    • Review and ensure that the scope of the audit is appropriate.
    • Review and ensure the independence and objectivity of the external auditors.
    • Recommend that the Board proposes to shareholders the appointment or change in auditors, and their remuneration and terms of engagement.
  • Whistleblowing
    Surveys show that a large proportion of fraud and irregularities are reported by whistle-blowers. The AC is required to review and ensure that whistle-blowing or equivalent arrangements are in place, that the existence of such a policy is publicly disclosed (such as on the company’s website and other platforms) and that these policies and procedures are clearly communicated to its employees.

In addition to the Code provisions, directors should note Section 201B (5) of the Companies Act which lists the AC’s functions:

  1. To review —
    i. with the auditor, the audit plan;
    ii. with the auditor, his evaluation of the system of internal accounting controls;
    iii. with the auditor, his audit report;
    iv. the assistance given by the company’s officers to the auditor;
    v. the scope and results of the internal audit procedures; and
    vi. the financial statements of the company and, if it is a parent company, the consolidated financial statements, submitted to it by the company or the parent company, and thereafter to submit them to the directors of the company or parent company; and
  2. To nominate a person or persons as auditor, notwithstanding anything contained in the constitution or under section 205 of the Companies Act, together with such other functions as may be agreed to by the AC and the Board.


B. Practice Guidance


C. Related Rules and Regulations
  • Section 201B of the Companies Act: Audit Committee.
  • MR 712 and CR 712: Appointment of Auditors.
  • MR 719(1) and CR 719(1): Internal Controls
  • MR 719(2) and CR 719(2): Suspected Fraud or Irregularity.
  • MR 1207(10) and CR 1204(10): Annual Reports.
  • MR Practice Note 12.2 and CR Practice Note 12B: Internal Controls and Risk Management Systems.


D. CG Guides
  • AC Guide 1.3: Terms of Reference [AC Composition].
  • AC Guide Appendix 1C: Sample AC Terms of Reference [AC Composition].
  • AC Guide Appendix 1D: Sample ARC Terms of Reference [AC Composition].
  • AC Guide 3.3: Fraud Risk Management [Risk Management and Internal Controls].
  • AC Guide 4.4: Establishing an Internal Audit Function [Internal Audit].
  • AC Guide 6.4: Accounting Policies, Estimates and Judgements [Financial Reporting].
  • AC Guide 6.5: AC Duties in Financial Reporting [Financial Reporting].
  • AC Guide Appendix 6E: AC Duties in Financial Reporting [Financial Reporting].


E. Related Articles




eGuide to CG Code
Definition of Corporate Governance
History and Structure of the Code
Role of the Board
Role of the Chair
Focus on Long Term and Sustainability
Revised Code Structure and Approach
Mandatory Principles
Provisions and Variations
Thoughtful and Meaningful Application
Board Matters
Principle 1
Provision 1.1
Provision 1.2
Provision 1.3
Provision 1.4
Provision 1.5
Provision 1.6
Provision 1.7
Principle 2
Provision 2.1
Provision 2.2
Provision 2.3
Provision 2.4
Provision 2.5
Principle 3
Provision 3.1
Provision 3.2
Provision 3.3
Principle 4
Provision 4.1
Provision 4.2
Provision 4.3
Provision 4.4
Provision 4.5
Principle 5
Provision 5.1
Provision 5.2
Provision 5.3
Remuneration Matters
Principle 6
Provision 6.1
Provision 6.2
Provision 6.3
Provision 6.4
Principle 7
Provision 7.1
Provision 7.2
Provision 7.3
Principle 8
Provision 8.1
Provision 8.2
Provision 8.3
Accountability and Audit
Principle 9
Provision 9.1
Provision 9.2
Principle 10
Provision 10.1
Provision 10.2
Provision 10.3
Provision 10.4
Provision 10.5
Shareholder Rights and Responsibilities
Principle 11
Provision 11.1
Provision 11.2
Provision 11.3
Provision 11.4
Provision 11.5
Provision 11.6
Principle 12
Provision 12.1
Provision 12.2
Provision 12.3
Managing Stakeholder Relationships
Principle 13
Provision 13.1
Provision 13.2
Provision 13.3
Practice Guidance
Board Roles and Director Duties
Board Composition and Guidance
Chairman and CEO
Board Membership
Board Performance
Procedures for Developing Remuneration Policies
Level and Mix of Remuneration
Disclosure on Remuneration
Risk Management and Internal Controls
Audit Committee
Shareholder Rights and Engagement
Engagement with Shareholders
Managing Stakeholder Relationships
eGuide Glossary

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