Page 78 - S P Setia Annual Report 2013
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76 | corporate Governance S P SETIA BERHAD GROUP Annual Report 2013





auDit committee

rePort






memBers of the auDit committee

mr ng soon lai @ ng siek chuan (Chairman & Senior Independent Non-Executive Director)
tan sri Dato’ hari narayanan a/l Govindasamy (Independent Non-Executive Director)
Datuk ismail Bin adam (Independent Non-Executive Director)

In compliance with the Listing Requirements of Bursa Malaysia Securities Berhad, all three (3) membes of the Audit Committee are independent
non-executive directors. Mr Ng Soon Lai @ Ng Siek Chuan is the Chairman of the Audit Committee and Senior Independent Non-Executive
Director. Mr Ng is also a qualifed chartered accountant and the Fellow of the Institute of Chartered Accountants in England and Wales.

terms of reference

1.0 PurPose

The primary objectives of the Audit Committee (as a sub-committee of the Board) is to assist the Board in the effective discharge of its
fduciary responsibilities for corporate governance, timely and accurate fnancial reporting and development of sound internal controls.

2.0 comPosition

i. The Audit Committee shall be appointed by the Directors amongst their numbers, who fulfls the following requirements:
• comprised no fewer than 3 members;
• all members must be non-executive Directors;
• all members should be fnancially literate and at least one member must be a member of the Malaysian Institute of Accountants
or have the relevant qualifcations and experience as specifed in the Listing Requirements of Bursa Malaysia Securities Berhad.
ii. The Chairman of the Audit Committee shall be an Independent Director.

3.0 rePortinG resPonsiBilities

The Audit Committee will report to the Board on the nature and extent of the functions performed by it and may make such recommendations
to the Board on any audit and fnancial reporting matters as it may deem ft.
4.0 attenDance at meetinGs

i. The Chief Financial Offcer, Group Financial Controller, Chief Internal Auditor and representatives of the External Auditor will normally
attend meetings.

ii Other Directors and employees may attend any particular Audit Committee meeting only upon the invitation of the Audit Committee
specifc to the relevant meeting.

iii. The Company Secretary shall be the secretary of the Committee.

5.0 freQuency of meetinGs
A minimum of four (4) meetings a year shall be planned, although additional meetings may be called at any time at the Chairman’s
discretion.
The Committee should meet with the External Auditors without Executive Board members present at least twice a year.

The Audit Committee would meet regularly, with due notice of issues to be discussed, and should record its conclusions in discharging its
duties and responsibilities.
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