Notice of Annual General Meeting - Announcements - Bursa Malaysia

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18 ANNUAL REPORT 2012 GROMUTUAL BERHAD (Company No. 625034-X) STATEMENT ON CORPORATE GOVERNANCE (continue) 4. Accountability and Audit 4.1 Financial Reporting The Board through the review by the Audit Committees and in consultation with the External Auditors presents fair and meaningful assessment of the Group's financial performance and position. The Board is also responsible for ensuring that:- i) Appropriate accounting policies adopted have been consistently applied; ii) the financial statements are prepared on a going-concern basis and complied with the relevant governing policies and standards; and iii) all estimations made are prudent and reasonable. 4.2 Internal Control The Board recognises the importance of sound internal control for good corporate governance. As such, an internal audit function was established in-house to assist the Audit Committee in reviewing the state of internal control of the Group and to highlight areas for management’s improvement. The cost incurred for the internal audit function in respect of financial year ended 31 December 2012 is approximately RM30,000. The state of internal control of the Group is explained in greater detail on page 21 of this Annual Report. 4.3 Relationship with Auditors The Board always maintains professional and transparent relationship with the External Auditors. The External Auditors are invited to discuss the annual financial statements, their Audit Plans, and to report their findings and other special matters that require the Board’s attention. 5. Directors' Responsibility Statement The Board is responsible for the financial statement of the Company and Group to present a true and fair view of the financial position of the Company and of the Group as at the end of each financial year and of the financial performance and the cash flows of the Company and of the Group for the financial year then ended. In preparing the financial statements, the Board through the assistance of Audit Committee, has taken various steps to ensure that:- i) Appropriate accounting policies are adopted and applied consistently; ii) Estimates and judgements made are prudent and reasonable; iii) Malaysian accounting standards are complied; iv) The financial statements are prepared in compliance with the Companies Act, 1965 and Main Market Listing Requirements of Bursa Securities; and v) The financial information announced to Bursa Securities is accurate, up-to-date and on timely basis. 6. Other Information a) Material Contract There were no material contracts involving Directors or major shareholders other than those in the annual report and in the financial statements. b) Options, Warrants or Convertible Securities During the financial year ended 31 December 2012, the Company has not issued any options, warrants or convertible securities. c) Share Buy-Backs During the financial year ended 31 December 2012, the Company has not entered into any share buy-backs transactions. This statement is made in accordance with a resolution of the Board of Directors dated 9 April 2013.
AUDIT COMMITTEE REPORT 1. Committee Members The members of the Audit Committee as at the date of this Annual Report are as follows:- Name Designation Directorship YH Dato' Chong Keap Thai Chairman Independent Non-Executive Director @ Cheong Keap Tai (Member of MIA) Yeoh Beng Sang Member Independent Non-Executive Director Azahar Bin Baharudin Member Independent Non-Executive Director 2. TERMS OF REFERENCE The Terms of Reference of the Audit Committee for the year 2012 are summarised as below:- 2.1 Authority The Committee is authorised by the Board, in accordance with the procedures to be determined by the Board (if any) and at the cost of the Company, to: (a) examine any activity within the Committee's term of reference; (b) have resources which are reasonably required to enable it to perform its duties; (c) have full and unrestricted access to any information pertaining to the Company or the Group; (d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if any); (e) obtain outside legal or other independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; and (f) convene meetings with the external auditors, internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary but at least twice a year. 2.2 Duties The duties of the Committee shall be to review the following and report the same to the Board:- (a) any matters concerning the appointment and dismissal of the external auditor and the audit fee; (b) the nature and scope of the audit by the external auditors before commencement; (c) the external auditors' audit report, areas of concern arising from the audit and any other matters the external auditors may wish to discuss (in the absence of management if necessary); (d) any financial information for publication, including quarterly and annual financial statements, before submission to the Board, focusing particularly on : • Changes in implementation of major accounting policy changes; • Significant and unusual events; and • Compliance with accounting standards and legal requirement; (e) the external auditors' management letter and management's response; (f) the adequacy of the competency and relevance of the scope, functions and resources of internal audit and the necessary authority to carry out its work; (g) the audit plan and work programme of internal audit; (h) findings of internal audit work and management's response; (i) any evaluations on internal controls by auditors; (j) extent of cooperation and assistance given by the employees; (k) the propriety of any related party transactions and conflict of interest situations that may arise within the Company or the Group; and (l) any other matter as directed by the Board. 2.3 Overseeing The Internal Audit Function (a) the Committee shall oversee all internal audit functions and is authorised to commission investigations to be conducted by internal auditor as it deem fit; (b) the internal auditor shall report directly to the Committee and shall have direct access to the Chairman of the Committee; and (c) all proposals by management regarding the appointment, transfer or dismissal of the internal auditor shall require the prior approval of the Committee. 2.4 Quorum for Meetings The quorum shall be formed only if there is a majority of members present at the meeting who are independent directors. 01 19 ANNUAL REPORT 2012 GROMUTUAL BERHAD (Company No. 625034-X)
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