The Board of Directors seeks to provide GIL’s Shareholders with a balanced and understandable assessment of GIL’s performance, position and prospects on a quarterly basis. The Manager provides the Board of Directors with balanced and understandable information for this purpose. The Board of Directors has formal policies and procedures in place around the reporting and review of financial information.

Principle 11 and 12: Audit and Risk Management Committee and Internal Controls.

GIL established an ARMC and has adopted a formal charter setting out its key responsibilities. The ARMC comprises only three Independent Directors. The Chairman is Mr Tan Kok Wee, with the other committee members being Mr Adrian Chan and Mr Ronald Seah. All members possess the requisite accounting and financial management expertise to discharge their responsibilities.

The ARMC has the authority to investigate matters within its terms of reference, full access to and cooperation of the Manager and full discretion to invite any executive officer of the Manager to its meetings, and reasonable resources to discharge its functions properly. The ARMC assists the Board in fulfilling its oversight responsibilities for the financial reporting process, the system of internal controls, the audit process, the compliance monitoring process and risk management.

ARMC reviews the significant financial reporting issues and judgments so as to ensure the integrity of the financial statements of GIL and any formal announcements relating to GIL’s financial performance. The Manager would make representations to the Board in connection with the Company’s financial statements on the proper accounting record and transaction.

ARMC reviews and reports to the board the adequacy and effectiveness of GIL’s internal control systems, including financial, operational, compliance and information technology controls, and risk management systems. It reviews and advises the Board on the external auditor’s annual plan for GIL, as well as the auditor’s proposed fees and independence.

The ARMC meets as required and normally at least four times a year. At least annually it reviews its effectiveness and performance against its Charter, and reports on this to the Board. The ARMC meets with the external auditor at least semi-annually and more frequently if required. There is also the opportunity to discuss any matters in a private session between the ARMC and external auditors at least annually.

Risk Management

The Company has a formal Risk Management Framework for the identification of key risks within the business. This Framework defines 5 major classifications of risks - Strategic, Investment, Regulatory, Financial/Economic and Operational. GIL adopts the Committee of Sponsoring Organisations of the Treadway Commission (COSO) Model and the International Organization for Standardization on Risk Management (ISO 31000:2009(E)) as the best practices benchmarks for assessing the soundness of its financial reporting, and the efficiency and effectiveness of its risk management, internal control and compliance systems.

The ARMC assists the Board in the oversight of risk management in GIL. It reviews the effectiveness of the overall risk management system in meeting sound corporate governance principles. GIL risk management process is an ongoing process and requires the continuous identification, assessment, monitoring and management of significant risks. The ARMC will report any material matters, including findings and recommendations pertaining to risk management to the Board.

The Manager is responsible for reporting the status of any key risk exposures or incidents to the ARMC. Key risks at the process level will be identified via risk self-assessment exercises. Risk awareness and ownership of risk treatments are also continuously fostered across the Manager’s organization.

Whistleblowing Policy

A whistleblowing policy is instituted by GIL, and it sets out the arrangements through which interested parties (“whistleblowers”) can raise their concerns of any suspected improper conduct in confidence. A whistleblower could raise his concern or complaint to the email address contact@stassetmgt.com . It is recommended to mark the subject as “GIL Whistleblower” for ease of identification. Alternatively, he could also raise his concern independently to the director of the Company. The whistleblowing policy does not disregard anonymous complaints and every effort will be made to protect the whistleblower’s identity.

All concerns raised will be objectively investigated and appropriate follow-up actions will be taken. The Manager also keeps a register of queries to handle investors’ queries and complaints. In any case, if any of the complaints raised is related to any improprieties or misconduct of the Company, an independent investigation shall be conducted. The ARMC is responsible for the review of any concerns raised through the whistleblowing arrangements at its quarterly meetings.

Principle 13: Internal Audit.

The Manager has an internal audit unit which conducts audit on certain areas of the Manager’s scope of work under the management agreement. This internal auditor is a member of the Singapore chapter of the Institute of Internal Auditors (IIA) and adopts the International Standards for the Professional Practice of Internal Auditing (the IIA Standards). The ARMC has access to the Manager’s internal auditor.

The ARMC reviews and monitors significant findings and recommendations of reviews of internal controls performed by GIL’s external auditors during the year and the Manager’s response to them.

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