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TEHO INTERNATIONAL INC LTD Annual Report 2012 23
Accountability
Principle 10: The board should present a balanced and understandable assessment of the
company’s performance, position and prospects.
For the fnancial performance reporting via the SGXNET to SGX-ST, and the annual report to
the shareholders, the Board has a responsibility to present a balanced and understandable
assessment of the Group’s performance, fnancial position and prospects to the public,
including interim and other price sensitive public reports and reports to regulators (if
required).
The Board ensures that the management maintains a sound system of internal control to
safeguard the shareholders’ investment and the Group’s assets.
The management will provide all members of the Board with management accounts of the
Group’s performance, with explanatory details on its operations. Board papers are given
prior to any Board meeting to facilitate effective discussion and decision-making.
The Board also announces the Group’s half-year results and performance review via the
SGXNET for the beneft of its shareholders.
Audit Committee
Principle 11: The board should establish an audit committee with written terms of reference
which clearly sets out its authority and duties.
The AC comprises Mr Kwah Thiam Hock, Mr Terrance Tan Kong Hwa and Mr Khoo Ming
Hon. Chairman of the AC is Mr Kwah Thiam Hock.
The AC has written terms of reference clearly setting out its authority and duties.
Two of the members have accounting and related fnancial management expertise. The
Board is of the view that the AC has the necessary experience and expertise required to
discharge its duties.
The AC has explicit authority to investigate any matter within its terms of reference, full
access to and co-operation by management and full discretion to invite any director or
executive offcer to attend its meetings, and reasonable resources to enable it to discharge
its functions properly.
The AC shall meet periodically to perform the following functions:
(a) to review with the external auditors the audit plan, their evaluation of the system of
internal controls, their audit report, their management letter and the management’s
response;
(b) to review with the internal auditors the internal audit plan and their evaluation of the
adequacy of the internal control and accounting system before submission of the
results of such review to the Board for approval prior to the incorporation of such
results in the annual report;
(c) to review the fnancial statements before submission to the Board for approval,
focusing in particular, on changes in accounting policies and practices, major risk
areas, signifcant adjustments resulting from the audit, the going concern statement,
compliance with accounting standards as well as compliance with any stock exchange
and statutory/regulatory requirements;
(d) to review the internal control and procedures and ensure co-ordination between
the external auditors and the management, reviewing the assistance given by the
management to the auditors, and discuss problems and concerns, if any, arising from
the interim and fnal audits, and any matters which the auditors may wish to discuss (in
the absence of the management where necessary);
(e) to review and discuss with external and internal auditors (if any), any suspected fraud
or irregularity, or suspected infringement of any relevant laws, rules or regulations,
which has or is likely to have a material impact on the Group’s operating results or
fnancial position, and the management’s response;
(f) to review the Group’s key fnancial risk areas (including but not limited to, the Group’s
cash management policies and cash position, collection of debts, hedging policies and
transactions, speculative trading policies and positions and off-balance sheet items);
(g) to consider the appointment or re-appointment of the external auditors and matters
relating to resignation or dismissal of the auditors;
(h) to review transactions falling within the scope of Chapter 9 of the Catalist Rules;
(i) to review any potential conficts of interest;
(j) to undertake such other reviews and projects as may be requested by the Board and
report to the Board its fndings from time to time on matters arising and requiring the
attention of the AC; and
(k) generally to undertake such other functions and duties as may be required by statute
or the Catalist Rules, and by such amendments made thereto from time to time.
Apart from the above functions, the AC is given the task to commission and review the
fndings of investigations into matters where there is suspected fraud or irregularity, or failure
of internal controls or infringement of any Singapore law, rule or regulation, which has or is
likely to have a material impact on the Company’s operating results or fnancial position.
Report of Corporate Governance