annual report 2007 - ChartNexus

A UDIT COMMITTEE REPORTS
C. Functions and Duties
The duties and responsibilities of the Audit Committee shall be:-
1) To review the following and report the same to the Board :-
(i) The audit plan before the audit commences, the evaluation of the system of internal controls and the
audit report with the external auditors.
(ii) The appointment of the external auditor, the audit fee and any question of resignation or dismissal.
(iii)The quarterly results and year end financial statements, prior to the approval by the Board of Directors,
focusing particularly on:-
• changes in or implementation of major accounting policy changes;
• significant and unusual events; and
• compliance with accounting standards and other legal requirements.
(iv)Problems and reservations arising from the interim and final audits, and any matter the auditor may wish
to discuss (in the absence of management where necessary).
(v) The external auditors’ management letter and management’s response.
2) To do the following, in relation to the internal audit function:-
(i) review the adequacy of the scope, functions, competency and resources of the internal audit function,
and that it has the necessary authority to carry out its work;
(ii) review the internal audit programme and results of the internal audit process and, where necessary,
ensure that appropriate actions are taken on the recommendations of the internal audit function.
3) To review any related party transaction and conflict of interest situation that may arise within the Company
and Group including any transaction, procedure or course of conduct that raises questions of management
integrity.
4) Monitor the Group’s compliance with relevant laws, regulations and code of conduct.
D. Retirement and Resignation
In the event of any vacancy in the Audit Committee, the Company shall fill in the vacancy within two (2) months,
but in any case not later than three (3) months.
E. Meetings
The members of the Committee shall select a Chairman from among their members who is an Independent
Non-Executive Director and majority of members present must be Independent Directors in order to form a
quorum in the audit committee meeting.
Any member may at any time, and the head of group finance and the Company Secretary shall on the
requisition of any of the members or the external auditors summon a meeting. The Committee shall meet on
at least four (4) occasions each year. The external auditors may request a meeting if they consider this
necessary.
Except in the case of any emergency, reasonable notice of every meeting shall be given in writing and the
notice of each meeting shall be served to any member entitled personally or by sending it via fax or through
post or by courier or by email to such member to his registered address as appearing in the Register of
Directors, as the case may be.
In addition to the Committee members, meetings would normally be attended by a representative of the
external auditors, the financial controller and head of internal audit at the invitation of the Committee. Other
Board members may also attend the Audit Committee meetings only at the Committee’s invitation.
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