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5.0 COMMITTEE MEETINGS
5.1 The Committee shall meet at least four (4) times in a year
and additional meetings may be called at any time, at the
discretion of the Chairman of the Committee.
5.2 The Head of the Finance Division and Head of the Internal
Audit Department shall normally attend Committee meetings.
Other Board members, employees of the Company and
representatives of the external auditors may attend meetings
upon the invitation of the Committee. In addition, the
Committee shall meet at least once a year with the external
auditors without the presence of executive Board members.
5.3 The Committee shall meet regularly, with due notice of issues
to be discussed and shall record its conclusions accordingly.
5.4 Two (2) Members of the Audit Committee shall constitute a
quorum provided both Members are Independent Directors.
5.5 The Chairman of the Committee, or the Secretary of the
Committee (“Secretary”) on the requisition of the Members,
shall at any time summon a meeting of the Members by
giving due notice. It shall not be necessary to give notice of a
Committee meeting to any Member for the time being absent
from Malaysia.
5.6 If within half an hour from the time appointed for the meeting
a quorum is not established, the meeting shall be dissolved.
The meeting shall stand adjourned to such day and at such
time and place as the Members may determine.
5.7 The Secretary shall draw up an agenda for each meeting, in
consultation with the Chairman of the Committee. The agenda
shall be sent to all Members of the Committee and any other
persons who may be required to attend the meeting.
5.8 The Secretary shall promptly prepare the written minutes of
the meeting and distribute it to each Member. The minutes of
meetings shall be confirmed and signed by the Chairman of
the Committee.
5.9 The minutes of each meeting shall be entered into the
minutes book kept at the registered office of the Company
under the custody of the Company Secretary of the Company.
5.10 Subject to paragraph 5.1 above, in appropriate circumstances,
the Committee may deal with matters by way of circular
reports and resolutions in lieu of convening a formal meeting.
6.0 CHAIRMAN OF THE COMMITTEE
6.1 The duties and responsibilities of the Chairman of the
Committee are:
6.1.1 To steer the Committee to achieve the goals it sets;
6.1.2 To consult the Company Secretary of the Company
for guidance on matters related to the Committee’s
responsibilities under the applicable rules and
regulations, to which they are subject to;
6.1.3 To organise and present the agenda for Committee
meetings based on input from Members of the
Committee for discussion on matters raised;
6.1.4 To provide leadership to the Committee and ensure
proper flow of information to the Committee by
reviewing the adequacy and timing of documentation;
6.1.5 To ensure that all Members are encouraged to play
their role in its activities;
6.1.6 To ensure that consensus is reached on every
Committee resolution and where considered
necessary, call for a vote; and
6.1.7 To manage the processes and working of the
Committee and ensure that the Committee discharges
its responsibilities without interference from
management.
7.0 COMMITTEE MEMBERS
7.1 Each Committee Member shall be expected to:
7.1.1 Provide individual external independent opinions to
the fact-finding, analysis and decision making process
of the Committee;
7.1.2 Consider viewpoints from the other Committee
Members in making decisions and recommendation
for the best interest of the Board collectively;
7.1.3 Keep abreast of the latest corporate governance
guidelines in relation to the Committee and the Board
as a whole; and
7.1.4 Continuously seek out best practices in terms of
processes utilised by the Committee, following
which these should be discussed with the rest of the
Committee for possible adoption.
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SapuraCrest Petroleum Berhad
Annual Report 2010