My first Publication ocbc_ar17_fullreport_english | Page 76

CORPORATE GOVERNANCE systems, were adequate and effective as at 31 December 2017, to address the risks which the Group considers relevant and material to its operations. The system of internal controls provides reasonable but not absolute assurance that the Bank will not be adversely affected by any event that could be reasonably foreseen as it strives to achieve its business objectives. However, the Board also notes that no system of internal controls can provide absolute assurance in this regard, or absolute assurance against the occurrence of material errors, poor judgement in decision-making, human error, losses, fraud or other irregularities. PRINCIPLE 12: AUDIT COMMITTEE The composition and summary terms of reference of the Audit Committee are provided under the caption “Audit Committee” on page 64 and the Committee’s summary activities are also provided in the Directors’ Statement on page 153. In addition to the review of the Group Financial Statements, the Audit Committee reviews and evaluates, with the external auditors and internal auditors, the adequacy and effectiveness of the system of internal controls including financial, operational, compliance and information technology controls, and risk management policies and systems. It reviews the scope and results of the audits, the cost- effectiveness of the audits and the independence and objectivity of the external auditors and internal auditors. When the external auditors provide non-audit services to the Bank, the Committee keeps the nature, extent and costs of such services under review. This is to balance the objectivity of the external auditors against their ability to provide value-for-money services. The Audit Committee members keep abreast of changes to accounting standards and issues which have a direct impact on 74 OCBC ANNUAL REPORT 2017 financial statements through briefings provided by internal or external subject matter experts. The Audit Committee also reviews significant financial reporting issues and judgements to ensure the integrity of the financial statements. The Committee reviews announcements relating to financial performance. The Audit Committee is also responsible for the review of the Bank’s whistle- blowing policy as well as any concerns, including anonymous complaints, which staff may in confidence raise about possible improprieties in matters of financial reporting or other matters. The Committee will ensure such concerns are independently investigated and followed up on. If it is found that there has been fraud, appropriate remedial action will be taken and the Audit Committee updated regularly on its status. The whistle- blower’s interests will be safeguarded at all times, including a right to appeal to the Audit Committee if reprisals are taken against him. The Audit Committee meets at least once a year with the external auditors and internal auditors in separate sessions and without the presence of management, to consider any matters which may be raised privately. In addition, the Chairman of the Audit Committee meets the head of internal audit on a regular basis to discuss the work undertaken, key findings and any other significant matters arising from the Group’s operations. Formal reports are sent to the Audit Committee on a regular basis. The Board is updated regarding these reports. The Audit Committee has received the requisite disclosures from the external auditors evidencing their independence. It is satisfied that the financial, professional and business relationships between the Group and the external auditors will not prejudice the independence and objectivity of the external auditors. The aggregate amount of fees paid to the external auditors for financial year 2017, and the breakdown of total fees paid for audit and non-audit services, are shown in the Notes to the Financial Statements. The Audit Committee assesses the quality of the external auditor before its first appointment and at least annually thereafter. The selection of the current external auditor was made after a tender process based on the established framework for the selection/appointment of OCBC’s external auditor. This framework lists the considerations and criteria for the external auditor and provides a robust tender process. Considerations include having global reach as well as technical and industry expertise, skills, resources and reputation, and quality of service delivery. Exercising oversight over the external audit function, the Audit Committee is responsible for making recommendations to the Board in relation to the appointment, re- appointment and removal of the external auditor. The Audit Committee also considers the annual fee proposals presented by the external auditor and reviews the scope of the audit plan, the level of materiality, areas of focus and significant risks to be addressed. In its recommendation on the re- appointment of the external auditor, the Audit Committee considers the length of the external auditor’s tenure and the risk that may pose to objectivity and independence. The Audit Committee also takes into consideration the external auditor’s compliance with SGX-ST Listing Rules which require the lead engagement partner to be rotated every five years. The Audit Committee is responsible for monitoring the performance, objectivity and independence of the external auditor. In its evaluation process, the Audit Committee takes into consideration the following: