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098
Gamuda Berhad (29579-T) • Annual Report 2012
Quorum
A quorum shall consist of a majority of independent Directors
and shall not be less than two.
secretary
The Company secretary shall act as secretary of the Audit
Committee.
Reporting Procedure
The minutes of each meeting shall be distributed to the
Audit Committee members and to all Board members. Key
issues discussed are reported by the Chairman of the Audit
Committee to the Board.
AuThoRiTY AnD DuTies
Authority
in carrying out their duties and responsibilities, the Audit
Committee shall:
i. have the authority to investigate any matter within its
terms of reference;
ii. have the resources which are required to perform its
duties;
iii. have full and unrestricted access to any information
pertaining to the Group;
iv. have direct communication channels with the external
and internal Auditors, as well as employees of the
Group;
v. be able to obtain independent professional or other
advice it deems necessary; and
vi. be able to convene meetings with the external Auditors,
the internal Auditors or both, excluding the attendance
of other Directors and employees of the Company,
whenever deemed necessary.
Duties
The duties of the Audit Committee shall include a review of
the following:
i. the effectiveness of management information system
and other systems of internal control within the Company
and the Group;
ii. the Management’s compliance with laws, regulations,
established policies, plans and procedures;
iii. with the assistance of the Management, the quarterly
financial results and year-end financial statements prior
to deliberation and approval by the Board, focusing
particularly on:
a. changes in major accounting policies;
b. significant and unusual events;
c. the going concern assumption;
d. compliance with accounting standards and other
legal requirements;
iv. the independence and objectivity of the external Auditors
and their services;
v. together with the external Auditors, the scope of
their audit plan, their evaluation of the system of
internal control and the audit reports on the financial
statements;
vi. the selection, remuneration and resignation or dismissal
of the external Auditors;
vii. the assistance given by the employees of the Company
to the external Auditors;
viii. significant audit findings and reservations arising from
the interim and final audits reported by the external
Auditors together with their Management letter and
Management’s response, where applicable;
ix. the adequacy of the scope, function, competency and
resources of the internal Audit function and whether
or not it has the necessary authority to carry out its
duties;