Cordlife Group Limited
Annual Report 2016
41
Corporate
Governance Report
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.
Each member of the AC shall abstain from reviewing any particular transaction or voting on such resolution in respect
of which he or she is or may be interested in.
The Board is of the view that all the members of the AC are appropriately qualified to discharge their responsibilities.
The AC held four (4) meetings in FY2016. These meetings were attended by the Group CEO, Group COO and the CFO
of the Company at the invitation of the AC. The Group’s external auditors were also present at these meetings. The
AC has also held a private session each with the external and internal auditors, without the presence of the Executive
Directors and Management.
The AC has met with the Group’s external auditors, Messrs Ernst & Young LLP (“EY”), to discuss the results of EY’s
audit of the Group for FY2016 and the evaluation of the Group’s system of internal controls. The AC has also reviewed
the Group’s full-year results announcement, the financial statements of the Company and the consolidated financial
statements of the Group for FY2016 prior to its recommendation to the Board for approval.
In addition, the AC, having reviewed the non-audit services provided by the external auditors, EY, for FY2016, is
satisfied with the independence and objectivity of EY as the external auditors to the Group.
The total amount of audit fees paid to EY during FY2016 is S$279,000 out of which S$258,000 was for audit services
and S$21,000 was for non-audit services.
The AC has recommended the re-appointment of EY as the external auditors for the financial year ending 30 June
2017 at the forthcoming AGM.
To keep abreast of changes to the accounting standards and issues which have a direct impact on the Company’s
financial statements, the AC members have taken steps to attend courses and seminars, and where appropriate, at the
expense of the Company.
Principle 13: Internal Audit
The Board recognises the importance of the internal audit function which, being independent of Management,
is one of the principal means by which the AC is able to carry out its responsibilities effectively. Messrs
PricewaterhouseCoopers LLP (“PwC”) is the existing internal auditor of the Group. PwC primarily reports to the
Chairman of the AC and has unfettered access to all of the Group’s documents, records, properties and personnel.
The representatives from PwC who are in-charge of the internal audit of the Company are invited to the AC Meeting
every quarter to present their Internal Audit Report.
The AC reviews the internal auditor on an annual basis, and is satisfied, based on the last review, that the internal audit
function is adequately resourced with persons with the relevant qualifications and experience. The internal auditor
carries out its functions according to the PwC Global Internal Audit Services Methodology, which is aligned to the
International Standards for the Professional Practice of Internal Auditing.
The AC will continue to assist the Board to review the effectiveness of the internal audit function annually with a view
to improving and enhancing the Company’s internal controls and risk management system.
The Company has also developed a whistle blowing policy. This policy provides well-defined and accessible channels
in the Group through which employees may raise concerns about improper conduct within the Group.
