REPORT ON CORPORATE GOVERNANCE
The Audit and Risk Committee comprises four members, all of whom are Non-executive Directors and are independent of the
management of the Company. All of theNon-executiveDirectors are considered to be independent by the Board, as they have no
relationships with the Company, its related companies or its officers that could interfere, or be reasonably perceived to interfere,
with the exercise of the Directors’ independent business judgment.
The Audit and Risk Committee meets regularly with at least four Audit and Risk Committee meetings within each financial year,
and also as warranted by particular circumstances, as deemed appropriate by the Audit and Risk Committee.
The Board is satisfied that all the members of the Audit and Risk Committee are appropriately qualified to discharge their
responsibilities. Two members of the Audit and Risk Committee, being Messrs. Lee Soo Hoon Phillip and Lam Kwok Chong, have
accounting or related financial management expertise or experience, as the Board interprets such qualification in its business
judgment.
TheAudit andRiskCommitteehas full access to theexternal auditors and internal auditor without thepresenceof themanagement
of the Company. The Audit and Risk Committee has explicit authority to investigate any matters within its terms of reference, full
access to and co-operation by the management of the Company and full discretion to invite any Director or management of the
Company to attend its meetings, and has reasonable resources to enable it to discharge its functions properly.
The primary function of the Audit and Risk Committee is to provide assistance to the Board in fulfilling its responsibilities relating
to corporate accounting and auditing, reporting practices of the Company, the quality and integrity of the financial reports of the
Company, and the Company’s risk management and internal control systems regarding finance, accounting, legal and regulatory
compliance, contractual obligations and ethics established by the Board and the management of the Company.
The responsibilities of the Audit and Risk Committee include:
(i)
recommending to the Board the appointment, re-appointment or discharge of the external auditors, and approving the
remuneration and terms of engagement of the external auditors and in this connection, considering the independence and
objectivity of the external auditors annually;
(ii) keeping under review the scope and results of the audit and its cost effectiveness, keeping the nature and extent of non-
audit services supplied by the external auditors under review yearly where the external auditors also supply a substantial
volume of such services to the company, with the objective of balancing the maintenance of objectivity and value for money;
(iii) consideringand reviewingwith theexternal auditors and the internal auditor, at least annually, theadequacy, effectiveness and
efficiency of the management processes, internal financial controls, operational and compliance controls, risk management
policies and any significant findings and recommendations of the external auditors and the internal auditor, together with
the management’s responses thereto;
(iv) meeting with the external auditors, the internal auditor, the management and any others considered appropriate in
separate executive sessions to discuss any matters the Audit and Risk Committee believes should be discussed privately
and establishing a practice to meet with the external auditors without the presence of the management of the Company at
least annually;
(v) reviewing the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of
the company and any formal announcements relating to the company’s financial performance;
(vi) reviewing the effectiveness of the company’s internal audit function that is independent of the activities that it audits,
appropriate standing within the Company and adequately resourced;
(vii) reviewing and taking actions on the arrangements by which staff of the company and external parties may, in confidence,
raise concerns about possible improprieties in matters of financial reporting or other matters;
(viii) reviewing the interested person transactions falling within the scope of the Listing Manual; and
(ix) meeting principal overseas subsidiaries’ independent directors, the management and any others considered appropriate in
their periodic visits to these subsidiaries.
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CSE Global Limited
