CORPORATE
GOVERNANCE
35
GDS Global Limited Annual Report 2015
The Board notes that the system of risk management and internal controls established by the Group
provides reasonable, but not absolute, assurance that the Group will not be adversely affected by any
event that can be reasonably foreseen. Furthermore, the Board also acknowledges that no system of risk
management and internal controls can provide absolute assurance in this regard, or absolute assurance
against the occurrence of material errors, poor judgement in decision making, human errors, losses, fraud
or other irregularities.
Principle 12: Audit Committee
AC composition
The AC consists of three members, all of whom are Independent Non-Executive Directors:
Mr Wu Chiaw Ching - Chairman
Mr Goh Boon Kok - Member
Ms Pebble Sia Huei-Chieh - Member
The members of the AC carried out their duties in accordance with the terms of reference which include
the following:
a)
Review the audit plans of the Company’s external auditors and internal auditors, including
the results of the external and internal auditors’ review and evaluation of the system of internal
controls.
b)
Review the external auditors’ reports.
c)
Review with independent internal auditors the findings of their review report, internal control
processes and procedures, and make recommendations on the internal control processes and
procedures to be adopted by the Group.
d)
Review and recommend to the Board the types of risks or risk appetite the Company undertakes to
achieve its business strategies. Oversee the risk management framework, policies and resources to
manage and report risks within the Company’s risk appetite.
e)
Review and report to the Board at least annually the adequacy and effectiveness of the Company’s
internal controls, including financial, operational, compliance and information technology controls.
f)
Recommend to the Board on the opinion and disclosure in the annual report on the adequacy and
effectiveness of the Company’s risk management and internal control systems in accordance with
the Listing Manual and the Code.
g)
Review the co-operation given by management to the external auditors and internal auditors,
where applicable.
h)
Review the financial statements of the Company and the Group, and discuss any significant
adjustments, major risk areas, changes in accounting policies, compliance with Singapore Financial
Reporting Standards, concerns and issues arising from the audits including any matters which
the auditors may wish to discuss in the absence of management, where necessary, before their
submission to the Board for approval.
i)
Review and discuss with auditors any suspected fraud, irregularity or infringement of any relevant
laws, rules or regulations, which has or is likely to have a material impact on the Group’s operating
results or financial position and management’s response.
