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TIH Limited
Review legal and regulatory matters that may have a material impact on the financial statements, related
compliance policies and programmes and any reports received from regulators;
Review interested person transactions in accordance with the requirements of the listing rules of the
Singapore Exchange Securities Trading Limited; and
Review and resolve any potential conflicts of interest between the Investment Manager and the Company.
The AC held four meetings in 2014. It has full discretion to (i) invite any Director and any staff member of
the Investment Manager to attend its meetings; (ii) require any such Director and any staff member of the
Investment Manager in attendance to leave the meetings to facilitate open discussion on any matter that may
arise and (iii) investigate any matter within its terms of reference with full access to and co-operation by the
Investment Manager. Matters discussed at the AC meetings include quarterly and annual financial results and
announcements, audit plans and reports as well as the Investment Manager’s response to the audit findings.
Relevant matters were then reported or recommended to the Board for action or approval.
During the year, the AC met with KPMG to discuss the audit plan for TIH group which includes the audit
process, scope, focus and materiality of the audit. In addition, key changes to reporting standards and regulatory
requirements which are applicable to the Company are also reported to the AC so that AC members are updated
with these changes. The AC also met with the Internal Auditors, an independent audit firm engaged to review the
effectiveness of the internal controls of the Company.
The AC has reviewed and confirmed that the aggregate amount of fees paid/payable to KPMG, the external
auditors, for the financial year ended 31 December 2014 is S$286,338, comprising S$188,000 audit fees and
S$98,338 non-audit fees.
The AC having reviewed all non-audit services provided by KPMG, is satisfied that the nature and extent of such
services would not affect the independence of KPMG, and is pleased to recommend their re-appointment.
The AC has directed KPMG to review that the operations of the Company are in accordance with the guidelines
as set out in the Prospectus and any related amendments.
The AC also reviews the Interested Person Transactions (as defined in the listing manual of SGX-ST) within the
group.
The Company has adopted a whistle-blowing policy which has been endorsed by the AC. The whistle-blowing
policy is for staff of the Investment Manager acting in good faith and confidence to raise observations and any
concerns which they have on any corporate improprieties to the Audit or Remuneration Committee Chairs.
The AC recognizes the increased responsibilities as laid out in the Code and has taken steps to ensure that these
responsibilities are duly carried out.
All Board members are encouraged to keep abreast of current legislation and Directors can attend relevant and
suitable courses as part of their director training.
