CORPORATE GOVERNANCE STATEMENT
YEAR ENDED 31 DECEMBER 2015
(h)
reviewing, at least annually, the adequacy and effectiveness of the Company’s internal audit function;
(i)
meeting with the external auditors, and with the internal auditors, in each case without the presence of the Company’s
management, at least annually;
(j)
making recommendations to the Board on proposal to shareholders on the appointment, re-appointment and removal of the
external auditor, and approving the remuneration and terms of engagement of the external auditor;
(k)
reviewing policies and arrangements by which staff of the Company may, in confidence, raise concerns about any possible
improprieties in matters of financial reporting or other matters and ensuring that arrangements are in place for such concerns to
be raised and independently investigated, and for appropriate follow up action to be taken;
(l)
reviewing any matters relating to suspected fraud or irregularity, or suspected infringement of any Singapore laws, or regulations
or rules of the SGX-ST or any regulatory authority in Singapore, of which the Committee is aware, which has or is likely to
have a material impact on the Company’s or Group’s operating results and/or financial position, and the findings of any internal
investigations, and management’s response thereto;
(m)
in addition to any requirements under the SGX-ST ListingManual, reviewing, at least annually, any interested person transactions
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;
(n)
determining and recommending to the Board for its approval, the nature and extent of significant risks in achieving the Board’s
strategic objectives;
(o)
determining the Company’s level of risk tolerance and risk policies, and overseeing Management in the design, implementation
and monitoring of the Company’s risk management and internal control systems;
(p)
advising the Board on the Company’s overall risk appetite, tolerance and strategy;
(q)
overseeing and advising the Board on the current risk exposures and future risk strategy of the Company;
(r)
in relation to risk assessment:
(i)
keeping under review the Company’s overall risk assessment processes that inform the Board’s decision making;
(ii)
reviewing regularly and approving the parameters used in these measures and the methodology adopted; and
(iii)
setting a process for the accurate and timely monitoring of large exposures and certain risk types of critical importance;
(s)
reviewing the Company’s capability to identify and manage new risk types;
(t)
before a decision to proceed is taken by the Board, advising the Board on proposed strategic transactions, focusing in particular
on risk aspects and implications for the risk tolerance of the Company, and taking independent external advice where appropriate
and available;
(u)
reviewing reports on any material breaches of risk limits and the adequacy of proposed action;
(v)
reviewing the effectiveness of the Company’s internal controls and risk management systems, and reviewing and approving the
statements to be included in the annual report concerning the adequacy and effectiveness of the Company’s internal controls,
including financial, operational, compliance and information technology controls, and risk management systems;
(w)
providing advice to the Remuneration Committee on risk weightings to be applied to performance objectives incorporated in
executive remuneration;
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An “
interested person
” means: (i) a director, chief executive officer, or controlling shareholder of the Company; or (ii) an associate of any such
director, chief executive officer, or controlling shareholder. An “
interested person transaction
” means a transaction between the Company, any of its
subsidiaries, or associated companies provided the Company or the Company and its interested person(s) have control over the associate company,
and an interested person.
HONG FOK CORPORATION LIMITED
ANNUAL REPORT 2015
18
