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90 | S P SETIA BERHAD GROUP | Annual Report 2014

AUDIT COMMITTEE REPORT

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 AC should meet with the External Auditors without Executive Board members and management present at least twice a year.

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

responsibilities.

The Chairman of the AC should engage on a continuous basis with Senior Management such as the Chief Executive Officer, Chief

Financial Officer, Chief Internal Auditor and External Auditors in order to keep abreast of matters affecting the Group.

The AC held four (4) meetings during the financial year ended 31 October 2014. The details of attendance of the AC members are as

follows:

Name of AC Member

Total attendance of meetings

Ng Soon Lai @ Ng Siek Chuan

4/4

Tan Sri Dato’ Hari Narayanan a/l Govindasamy

3/4

Datuk Ismail bin Adam

4/4

The Chief Financial Officer, Chief Internal Auditor and External Auditors have attended the above said meetings together with the AC

members.

6.0 QUORUM

The quorum for a meeting shall be two (2) members. The majority of members present shall be Independent Directors.

7.0 AUTHORITY

i.

The AC is authorised by the Board to investigate any activity within its Terms of Reference. It is authorised to seek any information

it requires from any employee for the purpose of discharging its functions and responsibilities.

ii.

The AC may, with the approval of the Board, obtain legal or other advice from independent professionals and appoint external parties

with relevant experience and expertise to assist the AC if it considers this necessary.

8.0 DUTIES

The duties of the AC shall be:

i.

To consider the appointment of the External Auditors, the audit fees and any questions of resignation or dismissal.

ii.

To review the nature and scope of the audit by the External Auditors before commencement.

IV. Corporate Governance