Clause 21

Every listed company shall, within 12 months of the commencement of the Companies (Amendment) Act 1989 or such further period as the Registrar may, in any particular case, allow, have an audit committee.(2) An audit committee shall be appointed by the directors from among their number (pursuant to a resolution of the board of directors) and shall be composed of not fewer than 3 members of whom a majority shall not be —

executive directors or employees of the company or any related corporation;

a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an executive director or employee of the company or of any related corporation; or

any person having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the functions of an audit committee.(3) Members of an audit committee shall be appointed for a period of 3 years and shall be eligible for re-election.(4) The members of an audit committee shall elect a chairman from among their number who is not an executive director or employee of the company or any related corporation.(5) The functions of an audit committee shall be —

to review —

with the auditor, the audit plan;

with the auditor, his evaluation of the system of internal accounting controls;

with the auditor, his audit report;

the assistance given by the company’s officers to the auditor;

the scope and results of the internal audit procedures; and

the balance-sheet and profit and loss account of the company and, if it is a holding company, the consolidated balance-sheet and profit and loss account, submitted to it by the company or the holding company, and thereafter to submit them to the directors of the company or the holding company; and

to nominate a person as auditor, notwithstanding anything contained in the articles or under section 205,together with such other functions as may be agreed to by the audit committee and the board of directors.(6) The auditor has the right to appear and be heard at any meeting of the audit committee, without charge and as part of his ordinary duties, and shall appear before the committee when required to do so by the committee.(7) Upon the request of the auditor, the chairman of the audit committee shall convene a meeting of the committee to consider any matters the auditor believes should be brought to the attention of the directors or shareholders.(8) Each audit committee may regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.(9) Every audit committee shall furnish to the auditor a certificate, in such form as may be prescribed, for him to attach to the report which he, as auditor, is required to make under section 207 stating that the audit committee has discharged all its functions under subsection (5) conscientiously and to the best of its ability.(10) In subsection (1), “listed company” means a company that is incorporated in Singapore and has been admitted to the official list of a stock exchange in Singapore and has not been removed from the official list.”.