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Annual Report 2014 | S P SETIA BERHAD GROUP | 89

AUDIT COMMITTEE

REPORT

Members of The Audit Committee

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)

All three (3) members of the Audit Committee (“AC”) are Independent Non-Executive Directors. Mr Ng Soon Lai @ Ng Siek Chuan, who is the

Senior Independent Non-Executive Director of the Company, is the Chairman of the AC. Mr Ng is also a qualified chartered accountant and the

Fellow of the Institute of Chartered Accountants in England and Wales. The composition of the AC is in compliance with Paragraph 15.09 of

Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”).

Terms of Reference

1.0 PURPOSE

The primary objectives of the AC (as a sub-committee of the Board) are to assist the Board in the effective discharge of its fiduciary

responsibilities for corporate governance, timely and accurate financial reporting and development of sound internal controls.

2.0 COMPOSITION

i.

The AC shall be appointed by the Directors amongst their numbers, who fulfils the following requirements:

• composed of no fewer than 3 members;

• all members must be Non-Executive Directors, with a majority of them being independent directors;

• all members should be financially literate and at least onemember must be amember of theMalaysian Institute of Accountants

or have the relevant qualifications and experience as specified in the Listing Requirements.

ii.

The Chairman of the AC shall be an Independent Director.

3.0 REPORTING RESPONSIBILITIES

The AC 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 financial reporting matters as it may deem fit.

4.0 ATTENDANCE AT MEETINGS

i.

The Chief Financial Officer, Group Financial Controller, Chief Internal Auditor and representatives of the External Auditors will

normally attend meetings.

ii

Other Directors and employees may attend any particular AC meeting only upon the invitation of the AC specific to the relevant

meeting.

iii.

The Company Secretary shall be the secretary of the AC.

IV. Corporate Governance