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Gamuda Berhad (29579-T) • Annual Report 2012
x. the internal Audit programme, processes and results
of the audit work, process or investigation undertaken
and whether or not appropriate action is taken on the
recommendations of the internal Audit function;
xi. any appraisal or assessment of the performance of
members of the internal Audit function;
xii. the appointment or termination of senior staff members
of the internal Audit function and take cognisance of
resignations of internal Audit staff members and provide
the resigning staff member an opportunity to submit his
reasons for resigning;
xiii. any related party transaction and conflict of interests
situation that may arise including any transaction,
procedure or course of conduct that raises questions of
Management’s integrity;
xiv. the allocation of options during the year under the
Company’s employees share option scheme (esos)
to verify whether it is in accordance with the criteria
determined by the esos Committee and in compliance
with the esos by-laws;
xv. matters conveyed to the Board that have not been
satisfactorily resolved resulting in a breach of the listing
Requirements are promptly reported to Bursa securities;
and
xvi. any other matters as may be directed by the Board from
time to time.
suMMARY oF AuDiT CoMMiTTee’s ACTiViTies
During the financial year, the Audit Committee met five
times. Activities carried out by the Audit Committee included
the deliberation and review of:
i. the Group’s quarterly and year-end financial results
prior to submission to the Board for consideration and
approval;
ii. the audit planning memorandum of the external Auditors
in a meeting to discuss their audit strategy, audit focus
and resources prior to commencement of their annual
audit;
iii. matters arising from the audit of the Group in a meeting
with the external Auditors without the presence of any
executive officer of the Group;
iv. the performance of the external Auditors and the
recommendations to the Board on their reappointment
and remuneration;
v. the Audit Committee Report and its recommendation to
the Board for inclusion in the Annual Report;
vi. the statement on internal Control and statement of
Corporate Governance and its recommendation to the
Board for inclusion in the Annual Report;
vii. the summaries of risk assessment results arising from
risk evaluations conducted by the Management prior
to their submission to the Board for their consideration
and approval;
viii. the risk-based annual audit plan and resource
requirement proposed by the internal Auditors for the
Group;
ix. the audit reports presented by the internal Auditors on
major findings, recommendations and Management’s
responses thereto;
x. the results of follow-up audits conducted by the internal
Auditors on the Management’s implementation of audit
recommendations;
xi. related party transactions as required under the listing
Requirements to ascertain that the transactions are
conducted at arm’s length prior to submission for
the Board’s consideration and, where appropriate,
shareholders’ approval; and
xii. share option allocations pursuant to the esos of the
Company during the financial year under review that
had been verified by the internal Auditors. The Audit
Committee was satisfied that the allocation of share
options pursuant to the esos during the financial
year ended 31 July 2012 was in compliance with the
criteria set out in the esos by-laws and by the esos
Committee.