The annual remuneration of the Directors, the Executive Director and the top five key management executives
(who are not directors or the Executive Director) above included the termination, retirement and post-
employment benefits that were granted to them for FY 2015.
ACCOUNTABILITY & AUDIT
Principle 10 – Board to present balanced and understandable assessment of the company’s performance
Shareholders are presented with the quarterly and full-year financial results within 45 days of the end of the
quarter and 60 days of the end of the financial year. Through the release of its financial results, the Board aims
to present shareholders with a balanced and comprehensible assessment of the Group’s performance, position
and prospects which extends to interim and other price sensitive public reports, and reports to regulators (if
required).
Management currently provides the Board with monthly management reports of the Group’s performance and
Directors have separate and independent access to the Management of the Group.
In addition, the Directors have separate and independent access to the Corporate Controller of the Company.
From time to time information on major transactions are discussed and circulated to Directors as and when
they arise.
Principle 12 – Establishment of an Audit Committee with written terms of reference
The Audit Committee (“AC”) currently has three members. The AC comprises entirely non-executive directors,
majority of whom (including the Chairman) of the AC are independent. The Board is satisfied that members of
the AC are appropriately qualified to discharge their responsibilities. As of the date of this report, the Chairman
and members of the AC are:
Mr. Steven Chong Teck Sin
Chairman
Mr. Robert S. Lette
Member
Mr. Teruo Kiriyama
Member
The AC met four times during the year under review. The Corporate Controller, representatives of the Internal
Audit firm, Mazars LLP, Company Secretary and the External Auditors are usually invited to these meetings.
The AC meets with the external auditors, without the presence of the Company’s management, at least once
a year to obtain feedback on the competency and adequacy of the finance function and to ascertain if there
are any material weaknesses or control deficiencies in the Group’s financial reporting and operational systems.
This meeting enables the auditors to raise issues encountered in the course of their work directly to the AC.
In addition, the AC is periodically updated on changes in accounting standards, risk management, corporate
governance and regulatory related topics which have a direct impact on financial statements during the year.
The Audit Committee, guided by its Terms of Reference, reviews the scope and results of the internal and external
audit and the cost effectiveness, significant financial reporting issues, and adequacy of the Company’s internal
controls, as well as the effectiveness of the Company’s internal audit function.
I N N O T E K L I M I T E D
A N N U A L R E P O R T 2 0 1 5
27
CORPORATE
GOVERNANCE REPORT
