The MCCG 2012, like
all corporate governance codes, advocates the adoption of standards that go
beyond the minimum prescribed by regulation. The observance of the MCCG 2012 by
companies is voluntary. Listed companies are however required to report on
their compliance with the MCCG 2012 in their annual reports. The MCCG 2012
takes effect on 31 December 2012.
Where a company's financial year ends on 31 December 2012, disclosure will be required in relation to the financial year 1 January 2012 - 31 December 2012 and should be made in the annual report published in 2013. Where a company's financial year begins on 1 July 2012, disclosure will be required in relation to the financial year 1 July 2012 - 30 June 2013 and should be made in the annual report published in 2013.
The following, a commentary, is provided for Recommendation 6.1 and 6.2 of MCCG 2012. The commentaries seek to explain and provide some guidance for the recommendations.
The following, a commentary, is provided for Recommendation 6.1 and 6.2 of MCCG 2012. The commentaries seek to explain and provide some guidance for the recommendations.
PRINCIPLE 6:
RECOGNISE AND MANAGE RISKS
The
board should establish a sound risk management framework and internal controls
system.
Recommendation 6.1
The board should establish a sound framework to manage risks.
Commentary
The board should determine the company’s level of risk tolerance and
actively identify, assess and monitor key business risks to safeguard
shareholders’ investments and the company’s assets. Internal controls are
important for risk management and the board should be committed to
articulating, implementing and reviewing the company’s internal controls
system. Periodic testing of the effectiveness and efficiency of the internal
controls procedures and processes must be conducted to ensure that the system
is viable and robust. The board should disclose in the annual report the main
features of the company’s risk management framework and internal controls
system.
Recommendation 6.2
The board should establish an internal audit function which reports
directly to the Audit Committee.
Commentary
The board should establish an internal audit
function and identify a head of internal audit who reports directly to the
Audit Committee. The head of internal audit should have the relevant
qualifications and be responsible for providing assurance to the board that the
internal controls are operating effectively. Internal auditors should carry out
their functions according to the standards set by recognised professional
bodies. Internal auditors should also conduct regular reviews and appraisals of
the effectiveness of the governance, risk management and internal controls
processes within the company.