36
GDS Global Limited Annual Report 2015
CORPORATE
GOVERNANCE
j)
Review the transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing Manual,
if any.
k)
Review any potential conflicts of interest and set out a framework to resolve or mitigate any
potential conflicts of interest.
l)
Review the key financial risk areas, with a view to providing an independent oversight on the
Group’s financial reporting, the outcome of such review to be disclosed in the annual reports or,
where the findings are material, announced immediately via SGXNET.
m)
Review the independence of the external auditors and recommend their appointment or re-
appointment, remuneration and terms of engagement.
n)
Review and approve foreign exchange hedging policies implemented by the Group and conduct
periodic review of foreign exchange transactions and hedging policies and procedures.
o)
Undertake such other reviews and projects as may be requested by the Board and report to the
Board its findings from time to time on matters arising and requiring the attention of the AC.
p)
Review arrangements by which an employee may, in confidence, raise concerns about possible
improprieties in matters of financial reporting and to ensure that arrangements are in place for the
independent investigations of such matters and for appropriate follow-up.
q)
Undertake generally such other functions and duties as may be required by statute or the Listing
Manual, as amended, modified or supplemented from time to time.
Apart from the above, the AC shall:
r)
Commission and review the findings of internal investigations into matters where there is any
suspected fraud or irregularity, or failure of internal controls or suspected infringement of any
Singapore law, rule or regulation which has or is likely to have a material impact on the Group’s
operating results and/or financial position.
s)
Commission an annual internal control audit until such time as the AC is satisfied that the
Group’s internal controls are robust and effective enough to mitigate the Group’s internal control
weaknesses (if any).
The AC has explicit authority to investigate any matter within its term of reference and is authorised
to obtain independent professional advice. It has full access to and co-operation of management and
reasonable resources to enable it to discharge its duties properly. It also has full discretion to invite any
Director or executive officer to attend its meetings.
Summary of the AC’s activities
The AC met two times during the financial year under review. Details of members and their attendance at
meetings are provided on pages 23 to 24. The CFO, Company Secretary, internal auditors and external
auditors are invited to these meetings. Other members of management are also invited to attend, as
appropriate, to present reports.
During the financial year, the AC had one meeting with the internal auditors and external auditors
separately, without the presence of management. These meetings enable the internal auditors and
external auditors to raise issues encountered in the course of their work directly to the AC.
