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TEHO INTERNATIONAL INC LTD.
Annual Report 2016
REPORT
OF CORPORATE GOVERNANCE
The AC shall meet periodically to perform,
inter alia
, the following functions:
(a) to review with the external auditors the audit plan, their evaluation of the system
of internal controls, the audit report, the 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 controls 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 financial statements before submission to the Board for approval,
focusing in particular, on changes in accounting policies and practices, major risk
areas, significant 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 controls 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 final 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
financial position, and the management’s response;
(f)
to review the Group’s key financial 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 conflicts of interest;
(j)
to undertake such other reviews and projects as may be requested by the Board and
report to the Board its findings 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 findings 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
financial position.
The AC had met with the External Auditors, without the presence of management to review
the adequacy of audit arrangements, with emphasis on the scope and quality of their audit,
and the independence, objectivity and observations of the External Auditors.
The AC confirms that it has undertaken a review of all non-audit services provided by the
External Auditors and that such non-audit services would not in the AC’s opinion, affect
the independence of the External Auditors. In the AC’s opinion, KPMG LLP is suitable for
re-appointment and it has accordingly recommended to the Board that KPMG LLP be
nominated for re-appointment as auditors of the Company at the forthcoming AGM. KPMG
LLP is registered with the Accounting and Corporate Regulatory Authority of Singapore.
The Company has complied with Rules 712 and 715 of the Catalist Rules in appointing the
audit firms for the Group.
It is the Company‘s practice for the External Auditors to present to the AC its audit plan
and with updates relating to any change in accounting standards impacting the financial
statements. During the AC meetings in FY2016, the External Auditors briefed the AC on the
changes in accounting standards and confirmed that the changes did not have any material
impact on the Group’s financial statements.
