Terms of Reference of Audit Committee

Members

  • The Audit Committee shall comprise at least three (3) Non-Executive Directors (but not their alternate), the majority of whom are independent, including the Chairman
  • All members of the Audit Committee shall be financially literate and at least one member shall be a professional or qualified accountant
  • A former key audit partner1 shall observe a cooling-off period of at least 2 years before being appointed as a member of the Committee
  • Any vacancy resulting in there being no majority of independent directors shall be filled within three (3) months
  • The membership and performance shall be reviewed at least once every three (3) years.

Chairman

  • The members of the Audit Committee shall elect a Chairman from amongst themselves who shall be an Independent Non-Executive Director.

Meetings

  • The Audit Committee shall meet at least four (4) times annually. Additional meetings may be called at any time at the Audit Committee Chairman’s discretion or if requested by any Audit Committee member, the management, the internal or external auditors
  • The Group Financial Controller and Head of Internal Audit will attend the meetings. Other Board and representatives of the external auditors’ members may attend meetings upon the invitation of the Audit Committee
  • The Audit Committee members shall meet with external auditors without Executive Board members at least twice a year
  • The Chairman of the Audit Committee shall engage on a continuous basis with senior management such as the Chairman, Chief Executive Officer, Group Financial Controller, the Head of Internal Control and the external auditors in order to be kept informed of matters affecting the Company
  • The quorum for each meeting shall be two (2)
  • The Company Secretary shall be the Secretary to the Audit Committee
  • Minutes of each meeting will be circulated to each member of the Audit Committee and the Audit Committee Chairman shall report on each meeting to the Board

Authority

  • The Audit Committee shall, at the Company’s expenses, have authority to investigate any matter within its terms of reference or as otherwise directed by the Board, to determine the resources and to have full access to any information including to employees and external and internal auditors which are required to perform its duties
  • The Audit Committee shall have direct communication channels with the internal and external auditors and is authorized to seek independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary and to convene meeting with the external auditors and internal auditors or both, excluding the attendance of the other directors and employees of the listed company whenever deemed necessary

Duties and Responsibilities

  • Internal Audit and Risk Management
    • To review the competency of the Internal Auditors and to ensure that the Internal Auditors have the adequate resources to carry out the internal audit work in line with the Company’s growth
    • To review and report the adequacy of the scope, functions and resources of the internal audit function and that it has the necessary authority to carry out its works as well as to review the status reports from Internal Auditors and ensure the appropriate actions have been taken to implement the internal audit recommendations
    • To review the adequacy and effectiveness of risk management and internal control system instituted within the Group
    • To request and review any special audit which it deems necessary

  • External Audit
    • To discuss and review with the external auditors’ audit plan, the nature and scope of the audit plan, audit report and the areas of audits of the Group; and to ensure co-ordination where more than one audit firm is involved
    • To review with the external auditors, their evaluation of the system of internal controls and audit findings
    • To discuss problems and reservations arising from the interim and final audit, and any other matters the auditors may wish to discuss in the absence of the management where necessary and to review the external auditors’ findings arising from audits in particularly any comments and responses in management letters as well as assistance given by the employees of the Group in order to be satisfied that appropriate action is being taken
    • To review the audit report with the external auditors
    • To review the suitability of the external auditors for recommendation to the Board for re-appointment and the audit fee thereof and to make appropriate recommendations to the Board on matters of resignation or dismissal of external auditor

  • Financial Reporting
    • To review the annual audited financial statements of the Group and quarterly results of the Group, and thereafter submit them to the Board for approval, focusing particularly on:
      • Any significant changes to accounting policies and practices
      • The going concern assumptions
      • Significant adjustments arising from the audit
      • Compliance with accounting standards and other legal requirements
      • Significant and unusual events
    • To ensure prompt publication of annual audited financial statements

  • Related Party Transactions
    • To review any related party transactions that may arise within the Group

  • Other Functions
    • To review the accuracy and adequacy of the Corporate Governance disclosures, interim financial reports and preliminary announcement in relation to the preparation of financial statements
    • To perform any other functions as may be agreed by the Audit Committee and the Board
    • To consider the major findings of internal investigations and management’s response

 

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