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Corporate Governance Report
NATURAL COOL HOLDINGS LIMITED
Annual Report 2011 33
The AC has conducted an annual review of the volume of non-audit services provided by the external
auditors to satisfy the AC that the nature and extent of such services will not prejudice the independence
of the external auditors. The AC is satisfed with the external auditors’ confrmation of their independence.
The Company has put in place a whistle blowing policy reviewed and endorsed by the AC, where
employees can, in confdence, raise concerns about improper conduct for investigation.
The AC has recommended to the Board the reappointment of KPMG LLP as the Company’s external
auditors at the forthcoming AGM.
The Company is in compliance with Rule 712 and 715 of the SGX Listing Manual in relation to its external
auditors.
Each member of the AC abstains from voting on any resolutions and making any recommendation and/or
participating in discussion on matters in which he is interested.
INTERNAL CONTROLS & INTERNAL AUDIT
Principle 12: The Board should ensure that the Management maintains a sound system of internal controls
to safeguard the shareholders’ investments and the company’s assets.
Principle 13: The company should establish an internal audit function that is independent of the activities it
audits.
The Board recognises its responsibilities in ensuring a sound system of internal controls to safeguard
shareholders’ investments and the Company’s assets. Rule 719(1) of the SGX Listing Manual requires an
issuer to have a robust and effective system of internal controls, addressing fnancial, operational and
compliance risks. Effective internal controls not only refer to fnancial controls but include, among others,
business risk assessment and response, operational and compliance controls. During the fnancial year,
the Company has continued to engage WLA Regnum Risk Services Pte Ltd to undertake its internal
audit function. The AC, with the participation of the Board, has reviewed the effectiveness of the Group’s
system of internal controls in light of key business and fnancial risks affecting the operations. Based on
the internal auditors’ report submitted by the internal auditors and the various controls put in place by the
Management, the Board, with the concurrence of the AC, are of the view that there are adequate internal
controls.
The internal auditors report primarily to the Chairman of the AC. The internal auditors plan their internal
audit schedules in consultation with, but independently of, Management. The internal audit plan is
submitted to the AC for approval at the beginning of the fnancial year. The AC meets with the internal
auditors without the presence of the Company’s Management at least once a year.
All internal audit reports are submitted to the AC for deliberations and copies of these reports are given to
the relevant senior management.