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CORPORATE GOVERNANCE REPORT
GEO ENERGY RESOURCES LIMITED | Annual Report 2012 43
13. INTERNAL AUDIT
Principle 13: The company should establish an internal audit function that is independent of the activities
it audits.
The Company outsources the internal audit function to an external professional frm, PricewaterhouseCoopers
Business Advisory Services Pte. Ltd., to perform the review and test of controls of the Group’s processes. The
internal auditors report directly to the chairman of the AC. The AC reviews and approves the annual internal audit
plans, and reviews the scope and results of the internal audit performed by the internal auditors. The AC will
ensure the adequacy of the internal audit function at least annually. The AC is satisfed that the internal auditors
are independent and have the appropriate standing to perform their functions effectively.
14. COMMUNICATION WITH SHAREHOLDERS
Principle 14: Companies should engage in regular and fair communication with shareholders.
The Company recognises that effective communication leads to transparency and enhances accountability. The
Company regularly conveys pertinent information, gathers views or input, and addresses shareholders’ concerns.
In this regard, the Company provides timely information to its shareholders via SGXNET announcements and
news releases and ensures that price–sensitive information is publicly released and is announced within the
mandatory period. The Company does not practise selective disclosure.
Principle 15: Companies should encourage greater shareholder participation at AGMs, and allow
shareholders the opportunity to communicate their views on various matters affecting the
company.
All shareholders of the Company receive the Annual Report and the notice of the annual general meeting. The
notice will also be advertised in a local newspaper and made available on SGXNET. The Company encourages
shareholders’ participation at annual general meetings, and all shareholders are given the opportunity to voice
their views and to direct queries regarding the Group to directors, including the chairperson of each of the Board
committees. The Company’s external auditors are also present to assist the Board in addressing any relevant
queries from shareholders. The Company also ensures that there are separate resolutions at general meetings on
each distinct issue.
The Board supports the Code’s principle of encouraging shareholder participation. The Articles of Association of
the Company currently allow a member of the Company to appoint up to two proxies to attend and vote at general
meetings.
15. DEALINGS IN SECURITIES
In compliance with the best practices set out in the SGX–ST Listing Manual on dealings in securities, directors
and officers of the Company are advised not to deal in the Company’s shares on short–term considerations or
when they are in possession of unpublished price–sensitive information. The Company prohibits dealings in its
shares by its directors and officers during the period commencing two weeks before the announcement of the
Company’s quarterly fnancial statements and one month before the announcement of the Company’s full–year
fnancial statements, and ending on the date of the announcement of the results.
16. RISK MANAGEMENT
The Board acknowledges that risk is inherent in business and these are commercial risks to be taken in the course
of generating a return on business activities. The Board’s policy is that risks should be managed within the Group’s
overall risk tolerance. In January 2013, PricewaterhouseCoopers Business Advisory Services Pte. Ltd. conducted
an enterprise risk management workshop to facilitate the Management in identifying and prioritising the top risks
affecting the Group as well as the existing counter–measures on the risks identifed.
The Company does not have a Risk Management Committee. However, the Management regularly reviews the
Group’s business and operational activities to identify areas of signifcant business risks, as well as appropriate
measures through which to control and mitigate these risks. On an on–going basis, the Management reviews all
signifcant control policies and procedures, and highlights all signifcant matters to the Board and the AC.