Annual Report 2005 - Leeden Limited

19Report of the DirectorsDirectors’ contractual benefitsExcept as disclosed in the fi nancial statements, since the end of the previous fi nancial year, no Director of the Company has received orbecome entitled to receive a benefi t by reason of a contract made by the Company or a related corporation with the Director, or with a fi rmof which the Director is a member, or with a company in which the Director has a substantial fi nancial interest.Audit CommitteeThe Audit Committee of the Board of Directors at the date of report comprises the following three members, are independent Directors:Tony Chan Wing KheiLeslie StruysOng Nai Pew(Chairman)ACE DYNAMICS LIMITEDThe audit committee (“AC”) carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap. 50, includingthe following:• Reviews the audit plans of the internal and external auditors of the Company and ensures the adequacy of the Company’s system ofaccounting controls and the co-operation given by the Company’s management to the external and internal auditors;• Reviews the interim and annual fi nancial statements and the auditors’ report on the annual fi nancial statements of the Company beforetheir submission to the board of directors;• Reviews effectiveness of the Company’s material internal controls, including fi nancial, operational and compliance controls and riskmanagement via reviews carried out by the internal auditors;• Meets with the external auditors, other committees, and management in separate executive sessions to discuss any matters thatthese groups believe should be discussed privately with the AC;• Reviews legal and regulatory matters that may have a material impact on the fi nancial statements, related compliance policies andprogrammes and any reports received from regulators;• Reviews the cost effectiveness and the independence and objectivity of the external auditors;• Reviews the nature and extent of non-audit services provided by the external auditors;• Recommends to the board of directors the external auditors to be nominated, approves the compensation of the external auditors,and reviews the scope and results of the audit;• Reports actions and minutes of the AC to the board of directors with such recommendations as the AC considers appropriate; and• Reviews interested person transactions in accordance with the requirements of the Singapore Exchange Securities Trading Limited(“SGX-ST”)’s Listing Manual.The AC, having reviewed all non-audit services provided by the external auditors to the Group, is satisfi ed that the nature and extent of suchservices would not affect the independence of the external auditors. The AC has also conducted a review of interested person transactions.The AC convened meetings during the year with full attendance from all members except for one where Ong Nai Pew was absent. The AC hasalso met with internal and external auditors, without the presence of the Company’s management, at least once a year.Further details regarding the audit committee are disclosed in the Report on Corporate Governance.ANNUAL REPORT 2005