38
GDS Global Limited Annual Report 2015
CORPORATE
GOVERNANCE
The AC undertook a review of the independence and objectivity of the external auditors through
discussions with the external auditors as well as reviewing the non-audit fees awarded to them. The AC
received a half-yearly report setting out the non-audit services provided by Deloitte & Touche LLP and the
fees charged. The aggregate amount of audit and non-audit fees paid or payable to the external auditors
for FY2015 are S$95,000 and S$10,000 respectively.
Having undertaken a review of the non-audit services provided during the financial year, the AC is
satisfied that the objectivity and independence of the external auditors are not in any way impaired by
reason of the non-audit services which they provided to the Group.
Internal audit
During the financial year, the AC has reviewed and assessed the adequacy of the Group’s system of
internal controls and regulatory compliance through discussion with management, internal auditors and
external auditors.
The AC considered and reviewed with management and internal auditors on the following:
Annual internal audit plans to ensure that the plans covered sufficiently a review of the internal
controls of the Group; and
Significant internal audit observations and management’s response thereto.
The AC has reviewed the adequacy and effectiveness of the internal audit function.
Interested person transactions
The AC reviewed the Group’s interested person transactions to ensure that the transactions were carried
out on normal commercial terms and were not prejudicial to the interests of the Company or its non-
controlling shareholders. On a half-yearly basis, management reports to the AC the interested person
transactions.
There were no interested person transactions during the financial year under review.
The AC is satisfied that the internal controls over the identification, evaluation, review, approval and
reporting of interested person transactions were effective.
Whistle blowing
The Company has adopted a Whistle-Blowing Policy to provide a channel for employees of the Group
to report in good faith and in confidence their concerns about possible improprieties in matters of
financial reporting or other matters. The AC exercises the overseeing function over the administration of
the Whistle-Blowing Policy. The Whistle-Blowing Policy provides for procedures to validate concerns and
for investigations to be carried out independently. The Whistle-Blowing Policy has been circulated to all
employees.
Principle 13: Internal Audit
The AC approves the appointment, removal, evaluation and compensation of internal auditors. The
internal audit function of the Group is outsourced to KPMG. The internal auditors’ primary line of
reporting is the AC Chairman. Administratively, the internal auditors report to the CEO. The selection
of KPMG as the internal auditors, its fee proposal and the internal audit proposal were reviewed and
approved by the AC. The internal auditors carry out their function in accordance to the standards set by
the International Standards for the Professional Practice of Internal Auditing set by the Institute of Internal
Auditors.
