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Baker Technology LimitedAnnual Report 2014
TheAC carriedout their duties in accordancewith the terms of referencewhich include the following:
(i)
Reviewthescopeandresultsoftheexternalauditwork,costeffectivenessoftheaudit,andthe independence
andobjectivityof theexternal auditors;
(ii)
Review the Group’s quarterly and full year financial statements, the accounting principles adopted and the
external auditor’s reporton thefinancial statementsof theGroupbeforesubmission to theBoard forapproval;
(iii)
Review, with the internal auditors, the scopeof the internal audit procedures and the results of the internal
audit,monitoring the responses to their findings toensure that appropriate follow-upmeasures are taken;
(iv)
Review and report to the Board at least annually on the adequacy and effectiveness of the Group’s
internal controls, including financial, operational, compliance and information technology controls and risk
management systems, relyingon reviews carriedout by the internal auditors;
(v)
Recommend to theBoardon the proposals to the shareholders on the appointment, re-appointment and
removal of theexternal auditors; and
(vi)
Review interested person transactions in accordance with the requirements of the ListingManual of the
SingaporeExchangeSecurities Trading Limited (”SGX-ST”).
The AC met five times during the year under review. Details of members and their attendance at meetings are
providedonpage 53. The auditors (if required), theCFO andCompany Secretary are invited to thesemeetings.
The AC has the authority to investigate any activity it deems appropriate within its terms of reference and is
authorised toobtain independent professional advice. It has full access toandcooperationof theManagement and
reasonable resources toenable it todischarge its duties properly. It reviews the assistancegivenby theCompany’s
officers to the external and internal auditors. TheAC has unrestricted access to the external and internal auditors.
TheACmeetswith theCompany’sexternal and internal auditorswithout thepresenceofManagement at leastonce
a year to review anymatter thatmight be raisedprivately. It alsohas full discretion to invite anydirector,member of
Management or anyother person to attend itsmeetings.
TheAC has reviewed the non-audit services provided to theGroupby the external auditors, Ernst &Young LLP for
FY 2014, and is of the opinion that the provision of such non-audit services does not affect the independence and
objectivity of the external auditors. Accordingly, the AC has recommended to the Board the nomination of Ernst
& Young LLP for re-appointment as external auditors at the forthcoming AGM. The fees payable to the external
auditors in respect of audit andnon-audit services are set out inpage 109of thisAnnual Report.
TheCompanyconfirms that it hascompliedwithRules712and715of theListingManual issuedbySGX-ST in relation
to theexternal auditors.
TheCompany has aCodeof Conduct andGift Policy to regulate theethical conduct of its employees. TheCodeof
Conduct also extends toDirectors of the Company and all consultants and agents engaged by theGroup for the
purposeof representing theGroup in certain areas of works.
Whistle-blowingPolicy
TheCompany has in place aWhistle-blowing Policy. Thepolicy provides an independent feedback channel through
which matters of concern about possible improprieties in matters of financial reporting and other matters may be
raised by employees directly to any ACmember in confidence and in good faith without fear of reprisals. The AC
ensures that independent investigations and any appropriate follow up actions are carried out. Details of this policy
havebeendisseminated andmade available to all employees of theGroup. Todate, therewere no reports received
through thewhistleblowingmechanism.
