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TEHO INTERNATIONAL INC LTD.
Annual Report 2016
REPORT
OF CORPORATE GOVERNANCE
The Board has on the recommendation of the AC, implemented a whistle blowing policy for
the Group with the objective of providing an avenue for staff, suppliers and customers to
raise in confidence concerns about possible improprieties in matters of financial reporting
or other matters which they become aware. A copy of the whistle blowing policy has been
posted on the Company’s website for the information of its stakeholders. There were no
incidents pertaining to whistle blowing for FY2016.
Internal Audit
Principle 13:
The company should establish an effective internal audit function that is
adequately resourced and 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 the Internal
Auditors as mentioned in Principle 11. The Internal Auditors consult and report directly to
the AC and administratively to the Board.
As part of the internal audit process, the Internal Auditors carry out the following:
(a) Evaluate the Group’s control design effectiveness and adequacy;
(b) Develop and execute control testing programs to determine compliance of internal
controls;
(c)
Highlight areas where control weaknesses and lapses exist;
(d) Analyse root causes of audit findings where possible and identify improvement
opportunities;
(e) Summarise issues, improvement opportunities and recommendations; and
(f)
Prepare an Internal Audit Report outlining the Internal Auditors’ findings and
recommendations for improvements noted in the processes and procedures. A risk
rating will be assigned to each finding.
During FY2016, the Internal Auditors had reviewed key internal controls in the major
operational areas of the Group as detailed in the internal audit plan submitted to and
approved by the AC as mentioned in Principle 11. Findings and the Internal Auditors’
recommendations on areas of improvement were reported to the AC and for management’s
implementation and were also made available to the External Auditors for review.
The AC had met with the Internal Auditors without the presence of management to discuss
their findings on the Company’s observance of internal control measures that are in place.
The AC has reviewed the adequacy of the internal audit function and is satisfied that it
is adequately resourced and has appropriate standing within the Group to perform its
duties effectively.
SHAREHOLDER RIGHTSAND RESPONSIBILITIES
Shareholder Rights
Principle 14:
Companies should treat all shareholders fairly and equitably, and should
recognise, protect and facilitate the exercise of shareholders’ rights, and
continually review and update such governance arrangements.
The Group’s corporate governance practices promote fair and equitable treatment of all
shareholders. To facilitate shareholders’ ownership rights, the Group ensures that all
material information is disclosed on a comprehensive, accurate and timely basis via SGXNET.
The Group recognises that the release of timely and relevant information is central to good
corporate governance and enables shareholders to make informed decisions in respect of
their investments in the Company.
All shareholders are entitled to attend the AGM and are afforded the opportunity to
participate effectively at the AGM. The Constitution of the Company allow a shareholder
to appoint up to two proxies to attend and vote in the shareholder’s place at the AGM.
Pursuant to the amendments to the Companies Act effective 1 January 2016, corporations
which provide nominee or custodial services are allowed to appoint more than two proxies
to attend AGM.
Communication with Shareholders
Principle 15:
Companies should actively engage their shareholders and put in place an
investor relations policy to promote regular, effective and fair communication
with shareholders.
