40 | CapitaLand Limited Annual Report 2014
Corporate Governance Report
Audit Committee
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authority and duties.
All the members of the AC, including the Chairman of the AC, are non-executive independent Directors. The members
bring with them invaluable recent and relevant managerial and professional expertise in accounting and related
mnancial management domains.
The AC has explicit authority to investigate any matter within its terms of reference. Management is required to provide
the fullest co-operation in providing information and resources, and in implementing or carrying out all requests made
by the AC. The AC has direct access to the internal auditors and external auditors and full discretion to invite any
Director or executive ofmcer to attend its meetings. Similarly, both the internal auditors and external auditors are given
unrestricted access to the AC.
The AC is guided by its Terms of Reference, in particular, the AC
(a) reviews the signimcant mnancial reporting issues and judgements so as to ensure the integrity of the mnancial
statements of the Company and any announcements relating to the Company’s mnancial performance;
(b) in conjunction with the assessment by the RC, assesses the adequacy and effectiveness of the internal control
(including mnancial, operational, compliance and information technology controls) and risk management systems
established by Management to manage risks;
(c) reviews the effectiveness of the Company’s internal audit function;
(d) reviews the scope and results of the external audit and also assesses the cost effectiveness, the independence and
objectivity of the external auditors;
(e) makes recommendations to the Board on the proposals to the shareholders on the appointment, re-appointment
and removal of the external auditors, and approving the remuneration of the external auditors;
(f) reviews and approves processes to regulate interested person transactions and ensure compliance with the
applicable regulations, in particular, the requirement that they are on normal commercial terms and not prejudicial
to the interests of the Company and its shareholders; and
(g) reviews the policy and arrangements by which employees of the Company and any other persons may, in
conmdence, report suspected fraud or irregularity or suspected infringement of any laws or regulations or rules or,
raise concerns about possible improprieties in matters of mnancial reporting or other matters with a view to ensuring
that arrangements are in place for such concerns to be raised and independently investigated, and for appropriate
follow-up action to be taken.
In order to maintain the independence of the external auditors, the Company has developed policies regarding
the types of non-audit services which the external auditors may provide to the Group and the related approval
processes. The AC has reviewed the nature and extent of non-audit services provided by the external auditors during
FY 2014 and the fees paid for such services. The AC is satismed that the independence of the external auditors has
not been impaired by the provision of those services. The external auditors have also provided conmrmation of their
independence to the AC.
In FY 2014, the AC also met with the internal auditors and external auditors, without Management’s presence,
to discuss the reasonableness of the mnancial reporting process, the system of internal controls, and the signimcant
comments and recommendations by the auditors. Where relevant, the AC makes reference to the best practices and
guidance in the Guidebook for Audit Committee in Singapore and the practice directions issued from time to time in
relation to Financial Reporting Surveillance Programme administered by the Accounting and Corporate Regulatory
Authority of Singapore.
The Company conmrms that it complies with Rules 712, 715 and 716 of the Listing Manual in relation to its auditing mrms.
Corporate Governance & Transparency
