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PERENNIAL REAL ESTATE HOLDINGS LIMITED
Annual Report 2015
CORPORATE GOVERNANCE
APPENDIX 1
BOARD COMMITTEES – SUMMARY TERMS OF REFERENCE
A. Audit and Risk Committee
i.
Monitor and evaluate the adequacy and effectiveness of the Company’s internal controls.
ii.
Review significant financial reporting issues and judgements, financial statements and internal audit reports.
iii. Review the system of internal controls including financial, operational, compliance and IT controls and risk
management processes.
iv. Review, on an annual basis, the adequacy and effectiveness of the internal audit function.
v.
Review the appointment of external auditors and the adequacy of external audits in respect of cost, scope
and performance.
vi. Review the scope and results of external audit and, on an annual basis, the independence and objectivity of
the external auditors.
vii. Review the appointment, re-appointment or removal of external and internal auditors (including the review of
their fees and scope of work).
viii. Meet with external and internal auditors, without the presence of the executive officers, at least on an annual basis.
ix. Review the nature and extent of non-audit services performed by external auditors.
x.
Establish and review the whistle-blowing policy and arrangements by which staff of the company and any
other persons may, in confidence, raise probable improprieties in matters of financial reporting or other
matters, with the objective that arrangements are in place for the independent investigation of such matters
and for appropriate follow up action.
xi. Ensure that the internal audit and accounting function is adequately resourced and has appropriate standing
with the Company.
xii. Monitor the procedures in place to ensure compliance with applicable legislation and the Listing Manual.
xiii. Review external audit reports to ensure that where deficiencies in internal controls have been identified,
appropriate and prompt remedial action is taken by the management.
xiv. Review internal audit reports at least twice a year to ascertain that the guidelines and procedures
established to monitor interested person transactions have been complied with.
xv. Monitor the procedures established to regulate interested person transactions, including ensuring
compliance with the provisions of the Listing Manual relating to interested person transactions.
xvi. Review and provide their views on all hedging policies and instruments to be implemented by the Company
to the Board.
xvii. Review and approve the procedures for the entry into any foreign exchange hedging transactions and
monitor the implementation of such policy, including reviewing the instruments, processes and practices in
accordance with the policy for entering into foreign exchange hedging transactions.
xviii. Investigate any matters within the ARC’s terms of reference, whenever it deems necessary.
xix. Report to the Board on material matters, findings and recommendations; and deliberate on resolutions
relating to conflicts of interest situations involving the Company and the vendors.
B. Nomination Committee
i.
Approve the appointment of CEO and other key management personnel and review the succession plans for
Directors and key positions within the Company.
ii.
Review the effectiveness of the Board and the Board Committees and evaluate the performance and
contribution of the Directors.
