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TEHO INTERNATIONAL INC LTD Annual Report 2012 25
Internal Audit
Principle 13: The Company should establish an internal audit function that is independent of
the activities it audits.
As the size of the operations of the Group does not warrant the Group having an in-house
internal audit function, the Group outsourced its internal audit function to EYA as mentioned
in Principle 12. EYA consults and reports directly to the AC and administratively to the
Board. During the fnancial year under review, EYA had reviewed key internal controls in
the major operational areas of the Company as detailed in the internal audit plan submitted
to and approved by the AC as mentioned in Principle 12. Findings and internal auditors’
recommendations on areas of improvement were reported to the AC and for management’s
implementation and also were made available to the external auditors for reviews.
The AC reviewed the adequacy of the internal audit function annually and is satisfed that it is
adequately resourced and has appropriate standing within the Group to perform their duties
effectively.
Communication with Shareholders
Principle 14: Companies should engage in regular, effective and fair communication with
shareholders.
The Company is committed to maintaining and improving its level of corporate transparency
of fnancial results and other pertinent information. In line with its continuous disclosure
obligations pursuant to the Catalist Rules and the Singapore Companies Act, Cap. 50, it is the
Board’s policy to ensure that all shareholders are informed regularly and on a timely basis of
every signifcant development that has an impact on the Group.
The Company does not practise selective disclosure, and it discloses all price-sensitive and
material information on a timely basis and to all shareholders. Results and annual reports are
announced or issued within the mandatory period (and where this is not possible, relevant
extensions of time are sought in accordance with applicable laws, regulations and rules).
Principle 15: Companies should encourage greater shareholder participation at AGMs, and
allow shareholders the opportunity to communicate their views on various matters affecting the
company.
All shareholders of the Company will receive the Company’s annual report and notice of AGM.
Shareholders will be given the opportunity and time to voice their views and ask directors or
the management questions regarding the Company in the forthcoming AGM.
The Company takes note that there should be separate resolutions at general meetings on
each substantially separate issue and to avoid bundling resolutions.
The Chairman of each Board committee is required to be present to address questions at the
AGM. External auditors are also present at such meeting to assist the directors to address
shareholders’ queries, if necessary.
The Articles of Association of the Company allow any member of the Company, if he/she is
unable to attend the meeting, to appoint not more than two proxies to attend and vote on their
behalf at the meeting through proxy forms sent in advance.
ADDITIONAL INFORMATION
Dealing in Securities
The Company has adopted policies in line with the requirements of the Catalist Rules on
dealings in the Company’s securities.
The Company prohibits its offcers from dealing in the Company’s shares on short-term
considerations or when they are in possession of unpublished price-sensitive information. They
are not allowed to deal in the Company’s shares during the period commencing one month
before the announcement of the Company’s half year and full year results, and ending on the
date of the announcement of the relevant results.
Interested Person Transactions
The Company has adopted an internal policy in respect of any transaction with an interested
person, which sets out the procedures for review and approval of such transaction.
All interested person transactions will be documented and submitted periodically to the AC for
their review to ensure that such transactions are carried out on an arm’s length basis and on
normal commercial terms and are not prejudicial to the Company.
Save as disclosed below, the Group confrms that there was no Interested Person Transaction
for FY2012 under review with transactions exceeding the total aggregate value of $100,000 or
conducted under the shareholders’ mandate pursuant to Rule 920.
The aggregate value of interested person transactions during FY2012 is as follows:
Name of Interested Person
Aggregate value of
all interested person
transactions during
FY2012 (excluding
transactions less
than $100,000 and
transactions conducted
under shareholders’
mandate pursuant to
Rule 920)
Aggregate value of
all interested person
transactions conducted
under shareholders’
mandate pursuant to
Rule 920 (excluding
transactions less than
$100,000)
FY2012 FY2011 FY2012 FY2011
Asdev Investments Pte. Ltd.
for rental of office space (1)
$235,584 $215,952 - -
Report of Corporate Governance