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NATURAL COOL HOLDINGS LIMITED
Annual Report 2011 32
Corporate Governance Report
AUDIT
Principle 11: The Board should establish an Audit Committee with written terms of reference which clearly
set out its authority and duties.
Audit Committee
The AC comprises three members, namely, Mr Lim Siang Kai (Lead Independent Director), Mr William da
Silva (Independent Director) and Dr Wu Chiaw Ching (Independent Director). The Chairman of the AC is Mr
Lim Siang Kai. The Directors recognise the importance of corporate governance and the offering of high
standards of accountability to the shareholders of the Company. For the fnancial year ended 31 December
2011, the AC met on three occasions.
The AC’s terms of reference include the following:-
(a) review with the external/internal auditors the audit plans, their evaluation of the system of internal
controls and their audit report;
(b) review the fnancial statements and balance sheet and proft and loss accounts before submission to
the Board for approval;
(c) review the internal control procedures and ensure co-ordination between the external/internal
auditors and the Management; and review the assistance given by Management to the external
auditors, and discuss problems and concerns, if any, arising from the interim and fnal audits;
(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on the Group’s operating results and/or fnancial position, and the Management’s response;
(e) review the appointment or re-appointment of the external auditors and matters relating to the
resignation or dismissal of the external auditors, and approving the remuneration and terms of
engagement of the external auditors;
(f) review interested person transactions (if any) falling within the scope of Chapter 9 of the SGX Listing
Manual Section B : Rules of Catalist; (“SGX Listing Manual”)
(g) review potential conficts of interest, if any;
(h) undertake such other review and projects as may be requested by the Board, and report to the
Board its fndings from time to time on matters arising and which requires the attention of the AC;
and
(i) generally undertake such other functions and duties as may be required by statute or the SGX
Listing Manual, or by such amendments as may be made from time to time.
The AC has explicit authority to investigate any matter within its terms of reference, and has full access to,
and the cooperation of, the Management and resources which are necessary to enable it to discharge its
functions properly. It also has full discretion to invite any Executive Director or Executive Offcer to attend
its meetings. The AC meets with the internal auditors and the external auditors separately, at least once
a year, without the presence of the Management, to discuss the reasonableness of the fnancial reporting
process, to review the adequacy of audit arrangements with particular emphasis on the observations and
recommendations of the external auditors, the scope and quality of their audits and the independence and
objectivity of the external auditors and any matters that may be raised.