Annual Report 2019

101 Transport International Holdings Limited 2019 Annual Report Corporate Governance Report The major work undertaken by the Audit and Risk Management Committee in the financial year ended 31 December 2019 included: (a) Supervision of the Company’s Financial Reporting Process, Internal Control and Risk Management Systems Reviewed with senior management the accounting principles and practices adopted by the Group, the financial results of the Company and of its major subsidiaries, the accuracy and fairness of the financial statements, and the scope of internal and external audit work; Reviewed the revised accounting standards and any prospective changes thereto, and considered their impact on the financial reporting of the Company and the Group; Reviewed with external auditors the effectiveness of the audit procedures and their findings concerning the interim and annual financial statements and results announcements, as well as management’s response to such findings; Discussed and reviewed the internal audit reports prepared by the Head of the Internal Audit Department covering among other things, audit objectives, audit approach, audit work done and the findings arising therefrom; Examined the qualifications and experience of staff carrying out accounting and financial reporting, as well as the adequacy of resources and training programmes; Conducted reviews with the external auditors and senior management to ensure that connected transactions were properly disclosed in accordance with the requirements of the Listing Rules; and Monitored the operation of the whistleblowing policy. Following these reviews and discussions, the Audit and Risk Management Committee recommended to the Board that the unaudited interim financial report of the Company for the six months ended 30 June 2019 and the audited annual financial statements for the year ended 31 December 2019 be approved. (b) Maintenance of Relationship with External Auditors Reviewed the independence of the external auditors and considered their terms of engagement and audit fee proposal to ensure that there was no impediment to their independence; and Ensured that the external auditors conducted their audit and non-audit services effectively. Based on the conclusions drawn from these reviews, the Audit and Risk Management Committee recommended to the Board that KPMG, the existing external auditors, be re-appointed as auditors of the financial statements of the Company for the year ending 31 December 2020. Remuneration Committee The Board has devolved upon the Remuneration Committee the authority to formulate remuneration policies, including the establishment of guidelines to determine the terms and conditions of employment and the remuneration and retirement benefits of Directors and employees of the Group. The Remuneration Committee also draws up criteria for performance-based bonuses and makes recommendations to the Board on human resources related policies based on the Group’s goals and objectives. Details of the terms of reference, remuneration policies and work performed by the Remuneration Committee in 2019 are set out in the Remuneration Report on pages 112 to 115 of this Annual Report.