Corporate Governance

External Auditors
 

Appointment and Removal

  1. The appointment, re-appointment and removal of the External Auditors are a matter for the Audit Committee, subject to endorsement by the Board and final approval and authorization by the Shareholders of the Company in General Meeting.

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Responsibilities
 
  1. The External Auditors form an independent opinion, based on their audit, on the annual financial statements of the Company and report their opinion to Shareholders in accordance with Companies Ordinance. The Auditorsˇ¦ Report to the Shareholders is included in the Companyˇ¦s Annual Report and Financial Statements.

  2. With respect to the Company's Interim Report, the External Auditors undertake a review, which does not constitute an audit, and report to the Directors on that review in the terms included in the Company's Interim Report.

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Independence
 
  1. The independence of External Auditors has been a matter of considerable regulatory and investor attention in recent years. Neptune Group Ltd adopts a number of practices intended to ensure that the independence of the audit work of our External Auditors is safeguarded.

  2. A former partner of the Company's existing auditing firm will be prohibited from acting as a member of the Company's Audit committee for a period of one year commencing on the date of his ceasing:

    a.

    to be partner of the firm; or

    b.

    to have any financial interest in the firm, whichever is the later.


  3. The Audit Committee reviews and monitors the independence of External Auditors. To this end:

    a.

    the External Auditors will not be employed for non-audit work unless this constitutes permissible non-audit work which has been pre-approved by the Audit Committee. Each non-audit service to be performed by the External Auditors will be separately identified in connection with its pre-approval;

    b.

    there must be clear efficiencies and value-added benefits to the Company from that non-audit work being undertaken by the External Auditors, with no adverse effect on the independence of their audit work, of the perception of such independence;

    c.
    the Committee considers the nature of the non-audit services envisaged to be provided by the External Auditors and the related free levels individually and in aggregate relative to the audit fee;
    d.
    the Committee seeks information on an annual basis regarding the External Auditors' policies and processes for maintaining independence and for complying with relevant legal of regulatory requirements such as regarding the rotation of audit partners and staff; and
    e.
    the Committee will report to the Board should it identify any matters relating to the independence of the External Auditors in respect of which it considers that action of improvement is needed and making recommendations as to the steps to be taken.

  4. The type of permissible non-audit services provided by the External Auditors and the related amounts of fees are disclosed in the Annual Report.


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