44
CORDLIFE GROUP LIMITED
| ANNUAL REPORT 2015
CORPORATE GOVERNANCE REPORT
5.
reviewing the effectiveness and adequacies of the Group’s internal controls and procedures, including
accounting and financial 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 discussing
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);
6.
reviewing any interested person transactions to ensure that procedures are followed in accordance with the
internal control measures which the Group has adopted;
7.
reviewing and discussing with the external auditors 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
Company’s operating results or financial position, and the Management’s response thereto;
8.
commissioning of an audit of the internal control and accounting systems of the Group until such time the AC
is satisfied that the Group’s internal controls are robust and effective enough to mitigate the Group’s internal
control weaknesses (if any);
9.
making recommendations to the Board on the appointment or re-appointment of the external auditors and
matters relating to resignation or dismissal of the auditors, and approving the remuneration and terms of
engagement of the external auditors;
10.
reviewing the appointments of and remuneration of persons (upon appointment and upon renewal of their
respective service contracts) occupying managerial positions who are related to the Directors or the controlling
shareholders;
11.
reviewing and approving transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing
Manual (if any);
12.
reviewing any potential conflicts of interest;
13.
reviewing the adequacy of potential business risk management processes;
14.
reviewing and approving all hedging policies and instruments (if any) to be implemented by the Group;
15.
undertaking such other reviews and projects as may be requested by the Board and reporting to the Board
its findings from time to time on matters arising and requiring the attention of the AC;
16.
reviewing and establishing procedures for receipt, retention and treatment of whistle blowing report(s)
received by the Group, which may relate to criminal offences involving the Group or its employees,
questionable accounting, auditing, business, safety or other matters that impact negatively on the Group; and
17.
generally to undertake such other functions and duties as may be required by any applicable laws, regulations,
statutes and the Listing Manual, and by such amendments made thereto from time to time.
Apart from the duties listed above, the AC is also authorised by the Board to investigate into any matter within its
terms of reference or, where appropriate, review the findings of internal investigations into matters where there
is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rules or
regulations which has or is likely to have a material impact on the Group’s operating results and/or financial position.
