TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
26
Corporate Governance Report
Principle 12: Audit & Risk Committee
The Board should establish an ARC with written terms of reference which clearly set out its authority and duties.
12.1, 12.2 and 12.9 ARC
should comprise at least
three directors, all non-
executive, and the majority
of whom including the
chairman, are independent;
At least 2 members,
including AC Chairman,
should have recent and
relevant accounting
or related financial
management expertise
experience; A former partner
or director of the Company’s
existing auditing firm should
not act as a member of the
ARC
The ARC comprises four (4) non-executive directors, majority of whom including the
Chairman, are independent. The members of the ARC are:-
- Dr Tan Eng Liang (Chairman)
- Dr Ker Sin Tze
- Mr Chee Wai Pong
- Mr Goi Seng Hui
The Board considers that the members of the ARC are qualified to discharge the
responsibilities of the ARC as at least two members of the ARC, including the Chairman,
have accounting or related financial management expertise or experience. Please refer to the
profile in the Board of Directors Section of the Annual Report. None of the ARC’s member
was a former partner or director of the Company’s existing auditing corporation.
12.3 ARC to have explicit
authority to investigate and
have full access to and co-
operation by management,
and reasonable resources to
discharge its functions
The ARC is authorised by the Board to investigate into any activity within its terms of
reference. It has unrestricted access to information relating to the Group, to both internal
and external auditors and has full discretion to invite any director or executive officer
to attend its meetings. The ARC has expressed power to commission investigations into
any matter, which has or is likely to have material impact on the Group’s operating results
and/or financial position. The ARC has adequate resources to enable it to discharge its
responsibilities properly.
12.4 Duties of ARC
The ARC is regulated by its terms of reference and meets at least two times a year and as
warranted by circumstances, to perform the following functions:-
(1)
review significant financial reporting issues and judgments so as to ensure the
integrity of the financial statements and any announcements relating to the Company’s
financial performance;
(2)
review with the internal and external auditors the audit plans and their evaluation of
the systems of risk management and internal controls;
(3)
review the scope and results of the external audit and its cost effectiveness, and the
independence and objectivity of the external auditors;
(4)
review the co-operation given by management and Group’s officers to the external
auditors;
(5)
review and discuss with the external auditors any suspected fraud or irregularity,
or suspected infringement of any law, rules or regulations, which has or is likely to
have a material impact on the Company or the Group’s operating results or financial
position and management’s responses;
(6)
review the financial statements of the Group, external auditors’ reports and the result
announcements before submission to the Board for approval;
(7)
make recommendations to the Board on the appointment, re-appointment and
removal of the external auditors and to approve the remuneration and terms of
engagement of the external auditors;
(8)
review interested person transactions, if any, and potential conflict of interests;
