Basic HTML Version
Annual Report 2013
• 25 •
3.
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.
4.
Meetings
(a)
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.
(b)
At least twice a year the Audit Committee shall meet with the External Auditors without Executive Board members
present.
(c)
At least once a year the Audit Committee shall meet with the Internal Auditors without the presence of Management
or whenever it deems necessary.
(d)
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.
(e)
Notice of Audit Committee meetings shall be given to all Audit Committee members unless the Audit Committee
waives such requirement.
(f)
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.
5.
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.
6.
Duties and Responsibilities
The duties and responsibilities of the Audit Committee are as follows:
a)
To review the quarterly results and year end financial statements prior to the approval by the Board, focusing
particularly on:
•
the going concern assumption;
•
compliance with applicable financial reporting standards and other legal requirements;
•
any changes in accounting policies and practices; and
•
significant issues from the audit and significant and unusual events.
b)
To review the followings with External Auditors and report the same to the Board:
•
the audit plan and report;
•
evaluation of system of internal controls; and
•
problems and reservation arising from interim and financial audits.
c)
To review in relation to the Internal Audit Function:
•
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;
•
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;
•
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
•
any appraisal or assessment of the performance of members of the internal audit function.
d)
To monitor related party transactions and conflict-of-interest situations that may arise within the Company or
Group.
e)
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.
f)
To review any recommendations on the nomination of a person or persons as External Auditors or Internal
Auditors.
AUDIT COMMITTEE REPORT (CONT’D)