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Annual Report 2013
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(c)
Attendance
At the request of the Chairman, Directors and employees will be in attendance at the Audit Committee Meetings or for selected agenda
items and representatives of the External Auditors and Internal Auditors may also be invited.
(d)
Meetings
•
The Audit Committee shall meet at least four (4) times a year and the quorum shall be two (2) provided always that majority of
the members present must be independent directors.
•
At least twice a year the Audit Committee shall meet with the External Auditors without Executive Board members present.
•
At least once a year the Audit Committee shall meet with the Internal Auditors without the presence of Management or whenever
it deems necessary.
•
The Company Secretary shall act as Secretary of the Audit Committee and shall be responsible, in conjunction with the
Chairman, for drawing up the agenda and circulating it and supported by explanatory documentation to committee members
prior to each meeting. The Secretary shall also be responsible for keeping the minutes of meeting of the Audit Committee and
circulating them to Audit Committee members and to the other members of the Board.
•
Notice of Audit Committee meetings shall be given to all Audit Committee members unless the Audit Committee waives such
requirement.
•
Questions arising at any meeting of the Audit Committee shall be decided by a majority of votes of the members present, and
in the case of equality of vote, the Chairman of the Audit Committee shall have a second or casting vote.
(e)
Authority
•
The Audit Committee is authorized by the Board to seek any information it requires from any employee and all employees are
directed to co-operate with any request made by the Audit Committee. The Audit Committee shall have unrestricted access to
both Internal and External Auditors and is authorized by the Board to obtain outside legal or other independent professional
advice if it considers necessary.
(f)
Duties and Responsibilities
The duties and responsibilities of the Committee are as follows:
•
To review the quarterly results and year end financial statement prior to the approval by the Board focusing particularly on:
-
the going concern assumption;
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compliance with applicable financial reporting standards and other legal requirements;
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any changes in accounting policies and practices; and
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significant issues from the audit and significant and unusual events.
•
To review the followings with External Auditors and report the same to the Board of Directors:
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the audit plan and report;
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evaluation of system of internal controls; and
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problems and reservation arising from interim and financial audits.
•
To review in relation to the Internal Audit Function:
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the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the
necessary authority to carry out its works;
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the internal audit programme, processes, the results of internal audits, processes or investigation undertaken and
whether or not appropriate action is taken on the recommendations of the internal audit function;
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the internal audit plan, consider the major findings of internal audit, fraud, investigation and actions and steps taken by
management in response to audit findings; and
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any appraisal or assessment of the performance of members of the internal audit function.
•
To monitor related party transactions and conflict-of-interest situation that may arise within the Company or Group.
•
To review any letter of resignation from External Auditors, and/or Internal Auditors of the Company or Group, whether there is
reason to believe that the Company or group’s External Auditors and/or internal Auditors are not suitable for re-appointment.
•
To review any recommendations on the nomination of a person or persons as External Auditors or Internal Auditors.
•
To assess the adequacy and effectiveness of the system of internal control and accounting control procedures of the Company
and Group by reviewing External Auditors’ management letter and management’s response.
•
To undertake such other responsibilities as may be agreed by the Audit Committee and the Board.
•
To review and monitor the suitability and independence of external auditors.
•
To obtain written assurance from the external auditors confirming that they are, and have been, independent throughout the
conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.
(g)
Review of Composition of Audit Committee
•
The term of office and performance of the Audit Committee and each of the members shall be reviewed by the Board of
Directors at least once every three (3) years to determine whether the Audit Committee and its members have carried out their
duties in accordance with the Terms of Reference.
REMUNERATION COMMITTEE (RC)
Terms of Reference:
(a)
Composition
The Committee shall be appointed by the Board from amongst the Directors of the Company consisting wholly or mainly of Non-
Executive Director. It shall consist of not less than three (3) members.
(b)
Quorum
Two (2) members shall form a quorum for meetings.
(c)
Chairman
The Chairman of the Committee shall be appointed by the Board, who shall be a Non-Executive Director. In the absence of the Chairman
of the Committee, the remaining members present shall elect one of their members as Chairman of the meeting.
APPENDIX I
(CONT’D)