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actions in managing the key risks,

as well as action plans to address

the gaps are considered and

documented.

The ERM Framework is

complemented by the Group’s

system of internal controls,

which includes the Code of

Conduct, documented policies

and procedures, proper

segregation of duties, approval

procedures and authorities as

well as checks-and-balances

built into the business processes.

During the year under review, the

Board has received assurances

from the CEO and the CFO

that the financial records have

been properly maintained and

the financial statements give a

true and fair view of the Group’s

operations and finances, and

the Group’s risk management

and internal control systems

are adequate and effective in

addressing material risks in the

Group in its current business

environment.

Based on the ERM Framework

established, reviews carried out

by the AC, the work performed

by the internal and external

auditors and assurance from the

Management, the Board, with

the concurrence of the AC, is

of the opinion that the Group’s

risk management systems and

internal controls were adequate

and effective as at 31 December

2018 to address financial,

operational, compliance and

information technology risks

within the current scope of the

Group’s business operations.

The Board notes that no system

of internal controls is capable

of providing absolute assurance

against the occurrence of

material errors, poor judgment

in decision-making, human

error, losses, fraud or other

irregularities.

Principle 12:

Audit Committee

The AC comprises Mr Ang Miah

Khiang, Mr Wong Meng Yeng

and Ms Han Sah Heok Vicky,

all of whom are Independent

Directors. The Chairman of

the AC is Mr Ang Miah Khiang.

All members of the AC are

appropriately qualified, with at

least two members having the

requisite financial management

expertise and experience.

The AC does not have any

member who is a former partner

or Director of the Company’s

existing audit firm.

The AC carried out their duties

in accordance with the terms

of reference which include the

following:

(i) review the quarterly, half

yearly and full year financial

statements of the Group

before submission to the

Board for approval,

(ii) review the significant

financial reporting issues

and judgments, changes

in accounting policies and

standards and major risk

areas so as to ensure the

integrity of the financial

statements of the Company

and any announcements

relating to the Company’s

financial performance;

(iii) review the scope and results

of the external audit work,

cost effectiveness of the

audit, and the independence

and objectivity of the

external auditors;

(iv) review, with the internal

auditors, the scope of the

internal audit procedures

and the results of the

internal audit, monitoring

the responses to their

findings to ensure that

appropriate follow-up

measures are taken;

(v) review the adequacy and

effectiveness of the Group’s

internal controls, including

financial, operational,

compliance and information

technology controls and

risk management systems,

relying on reviews carried

out by the internal auditors;

(vi) recommend to the Board

on the appointment and re-

appointment of the external

auditors and matters

relating to the resignation

or dismissal of the auditors;

and

(vii) review interested person

transactions (if any) falling

within the scope of the

Listing Manual of the

SGX-ST.

The AC met five times during the

year under review. Details of AC

members and their attendance

at meetings are provided

on page 42. The auditors (if

required), the CEO, CFO and

Company Secretary were also in

attendance.

Sustainability

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B A K E R T E C H N O L O G Y

L I M I T E D