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097
Corporate
Governance
Gamuda Berhad (29579-T)
Annual Report 2013
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;
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
cognizance 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 significant risk of business units presented to the
Risk Management Committee prior to 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;