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SEE HUP SENG LIMITED
Annual Report 2012
21
Corporate Governance Report
The remuneration of Mr Tan Thoo Huat, Winson exceeded S$150,000 but was within the remuneration band below
S$250,000. Mr Tan Thoo Huat, Winson is the brother of Mr Tan Thoo Chye, Jimmy, who is the Managing Director and
substantial shareholder of the Company.
Shareholders’ approval was previously obtained for the implementation of the See Hup Seng Employees’ Share Option
Scheme. Details of the share option scheme are set out in the Report of the Directors.
Principle 10: Accountability and Audit
The Board’s primary role is to protect and enhance long-term value and returns for the shareholders. In the discharge
of its duties to the shareholders, the Board, when presenting the Group’s quarterly and full-year financial statements
and announcements, seeks to provide the shareholders with a detailed analysis, explanation and assessment of the
Group’s financial position and prospects. Management provides the Board with appropriately detailed management
accounts of the Group’s performance, position and prospects on a monthly basis.
Principle 11: Audit Committee (the “AC”)
The AC comprises of three Independent Directors:
• Teo Choon Kow, William (Chairman)
• Foo Meng Kee
• Wu Yu Liang
The Board is of the view that the AC members have sufficient financial management related expertise and experience
to discharge the AC’s function.
The overall objective of the AC is to ensure that Management has created and maintained effective control mechanisms
within the Company and that such systems are strictly adhered to by all levels of Management and employees.
The AC has the explicit authority to investigate any matter within its terms of reference. It has full access to, and the
co-operation of, management and full discretion to invite any director or senior manager to attend its meetings. The
AC has adequate resources to enable it to discharge its responsibilities properly.
As a sub-committee of the Board, the AC provides a channel of communication between the Board, Management, the
internal and external auditors with regards to findings and recommendations arising from internal and external audits.
Specifically, the AC performs the following functions:–
• assists the Board in discharging its statutory responsibilities on financial and accounting matters;
• reviews the financial and operating results and accounting policies of the Group;
• reviews significant financial reporting issues and judgments relating to financial statements for each financial
year, interim and annual results announcement of financial statements before their submission to the Board for
approval and the external auditors’ report on the financial statements;
• reviews the adequacy of the Group’s internal controls (financial, operational and compliance) and risk
management via reviews carried out by the internal auditors;
• considers and reviews the assistance given by Management of the Group to the auditors;