Page 45 - ar2012

CORPORATE GOVERNANCE REPORT
GEO ENERGY RESOURCES LIMITED | Annual Report 2012 41
10. ACCOUNTABILITY
Principle 10: The Board should present a balanced and understandable assessment of the company’s
performance, position and prospects.
In presenting the quarterly and full–year fnancial statements to shareholders, the Board aims to provide
shareholders with a detailed and balanced analysis and explanation of the Group’s fnancial position and
prospects.
The Management provides the Board with relevant information on the performance of the Group on a timely and
on–going basis in order that the Board may effectively discharge its duties.
11. AUDIT COMMITTEE
Principle 11: The Board should establish an Audit Committee with written terms of reference, which clearly
set out its authority and duties.
The AC comprises Mr Ong Beng Chye, as the chairman, and Mr Soh Chun Bin, Mr Lu King Seng and Mr Karyono,
as members, all of whom are independent directors. The members of the AC have sufficient accounting or fnancial
management expertise, as interpreted by the Board in its business judgment, to discharge the AC’s functions.
The written terms of reference of the AC have been approved and adopted. The main functions of the AC include:–
  reviewing the audit plans of the external auditors and the internal auditors, including the results of the
external and internal auditors’ review and evaluation of the Group’s system of internal controls;
  reviewing the annual consolidated fnancial statements and the external auditors’ report on those fnancial
statements, and discussing any signifcant adjustments, major risk areas, changes in accounting policies,
compliance with Singapore Financial Reporting Standards, concerns and issues arising from their audits,
including any matters which the auditors may wish to discuss in the absence of the Management, where
necessary, before submission to the Board for approval;
  reviewing the periodic consolidated fnancial statements comprising the statements of comprehensive
income and statements of fnancial position and such other information required by the SGX–ST Listing
Manual, before submission to the Board for approval;
  reviewing and discussing with external and internal auditors (if any), any suspected fraud, irregularity or
infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on
the Group’s operating results or fnancial position and the Management’s response;
  reviewing the co-operation given by the Management to the external auditors;
  considering the appointment and re–appointment of the external auditors;
  reviewing any interested person transactions falling within the scope of Chapter 9 of the SGX–ST Listing
Manual;
  reviewing any potential conficts of interest;
  reviewing the procedures by which employees of the Group may, in confdence, report to the chairman of
the AC, possible improprieties in matters of fnancial reporting or other matters and ensure that there are
arrangements in place for independent investigation and follow–up actions in relation thereto;
  undertaking such other reviews and projects as may be requested by the Board, and reporting to the Board
its fndings from time to time on matters arising and requiring the attention of the AC;
  reviewing and recommending hedging policies and instruments, if any, to be implemented by the Company
to the Board;