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095
Corporate
Governance
Gamuda Berhad (29579-T)
Annual Report 2013
Membership
The current composition of the Audit Committee is as
follows:
1. Y M Raja Dato’ Seri Abdul Aziz bin Raja Salim
Chairman / Independent Non-executive Director
2. Y Bhg Tan Sri Dato’ Mohd Ramli bin Kushairi
Member / Senior Independent Non-executive Director
3. Y M Tunku Afwida binti Tunku A.Malek
Member / Independent Non-executive Director
Attendance of Meetings
During the financial year ended 31 July 2013, the Audit
Committee met five times. The meeting attendance of the
Committee members is as follows:
Name of Directors
Attendance
Y M Raja Dato’ Seri Abdul Aziz bin
Raja Salim
5/5
Y Bhg Tan Sri Dato’ Mohd Ramli
bin Kushairi
4/5
Y M Tunku Afwida binti Tunku A.Malek
4/5
Terms of Reference
Membership
The Audit Committee shall be appointed by the Board of
Directors from amongst its members and shall consist
of not less than three members, all of whom must be
Non-executive Directors with a majority of them being
Independent Directors. The members of an Audit
Committee must elect a chairman from among themselves
who is an Independent Director. An Alternate Director
cannot be appointed as a member of the Audit Committee.
At least one member of the Audit Committee:
i. must be a member of the Malaysian Institute of
Accountants (MIA); or
ii. if he is not a member of MIA, the member must have
at least three years’ working experience, and:
a. must have passed the examinations specified in
Part I of the 1
st
Schedule of the Accountants Act
1967; or
b. must be a member of one of the associations of
accountants specified in Part II of the 1
st
Schedule
of the Accountants Act 1967; or
iii. fulfils such other requirements as prescribed or
approved by Bursa Malaysia Securities Berhad (Bursa
Malaysia).
In the event of any vacancy in the Audit Committee
resulting in non-compliance with Bursa Malaysia’s Main
Market Listing Requirements (Listing Requirements) on
the composition of the Audit Committee, the Board must
fill the vacancy within three months.
The Board of Directors must review the term of office
and performance of the Audit Committee and each of its
members at least once every three years to determine
whether the Audit Committee and its members have
carried out their duties in accordance with their terms of
reference.
Meetings and Minutes
Meetings
Meetings shall be held not less than four times a year
and the Finance Director, Head of Internal Audit and
representatives of the External Auditors will be invited
to assist the Audit Committee. Other Board members
and Senior Management may attend meetings upon the
invitation of the Audit Committee. At least twice a year,
the Audit Committee shall meet with the External Auditors
without any executive officer of the Group being present.
Additional meetings may be held upon request by any
Audit Committee member, the Management, Internal or
External Auditors.
Audit Committee Report