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Audit Committee (cont’d) 5. Responsibilities and duties (cont’d) • Review the performance of Internal Auditors, who will report functionally to the Committee, on an annual basis. Approve any appointment or termination of senior members of the Internal Audit function and take cognisance of resignations and providing the resigning members an opportunity to submit reasons for resigning; • Review the external and internal audit reports to ensure that appropriate and prompt remedial actions are taken by Management on major deficiencies in controls or procedures that are identified; • Review major audit findings and Management’s response during the financial year with Management, External Auditors and Internal Auditors, including the status of previous audit recommendations; • Review the assistance given by the Group’s employees to the Auditors, and any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information; • Review the independence and objectivity of the External Auditors and their services, including non-audit services and the professional fees, so as to ensure a proper balance between objectivity and value for money; • Review the appointment and performance of External Auditors, the audit fee and any question of resignation or dismissal before making recommendations to the Board; • Review the Internal Audit Charter, budget and staffing of the Internal Audit function; • Review the adequacy and integrity, including effectiveness, of internal control systems, management information system, and the Internal Auditor’s and/ or External Auditor’s evaluation of the said systems; • Direct and, where appropriate, supervise any special projects or investigation considered necessary, and review investigation reports and Management’s response on any major defalcations, frauds and thefts; • Review the quarterly results and the year-end financial statements, prior to approval by the Board, focusing particularly on: – changes in or implementation of accounting policies and practices; – significant adjustments or unusual events; – going concern assumptions; and – compliance with applicable approved Financial Reporting Standard, regulatory and other legal requirements; • Review procedures in place to ensure that the Group is in compliance with the Companies Act, 1965, Listing Requirements of Bursa Malaysia and other legislative and reporting requirements; • Review any related party transactions and conflict of interest situations that may arise within the Company or the Group, including any transactions, procedures or courses of conduct that raise question on Management’s integrity; • Prepare reports, at least once (1) a year, to the Board summarising the work performed in fulfilling the Committee’s primary responsibilities; • Review and evaluate the adequacy and effectiveness of risk management system instituted within the Group; and • Carry out any other activities, as authorised by the Board. MALAYSIA SMELTING CORPORATION (43072-A) • ANNUAL REPORT 2011 61
Audit Committee Report Membership The directors who served as members of the Audit Committee (the “Committee”) during the financial year ended 31 December 2011 and as at the date of this report are: 62 Composition of Audit Committee (i) En Razman Ariffin Chairman, Independent Non-Executive Director (ii) Mr Lim Sit Chen Lam Pak Ng Independent Non-Executive Director (iii) Madam Ong Lee Keang, Maureen @ Mrs Maureen Leong Non-Independent Non-Executive Director Each member of the Committee is financially literate and has extensive years of relevant industry experience and a brief profile of each of the Directors is presented on pages 14 to 17 of this Annual Report. Terms of Reference The Committee was established on 30 August 1994 to act as a Committee of the Board of Directors, with the terms of reference set out on pages 59 to 61 of this Annual Report. The Board regularly reviews and revises the terms of reference of the Committee to align with regulatory requirements. Meetings The Committee convened six (6) meetings during the financial year ended 31 December 2011. The details of attendance of each member at the Audit Committee meetings are as follows: Director Held Attended (i) En Razman Ariffin 6 6 (ii) Mr Lim Sit Chen Lam Pak Ng 6 6 (iii) Madam Ong Lee Keang, Maureen @ Mrs Maureen Leong 6 6 The meetings were appropriately structured through the use of agenda, which were distributed to members with sufficient notification in writing. The Company Secretary, as the secretary of the Committee, was present at all meetings. Representatives of the External Auditors, Messrs Ernst & Young, Group General Manager, Internal Audit, as well as the Group Chief Executive Officer, Group Chief Financial Officer, Group Chief Operating Officer, Smelting as well as other Senior Management of major operating subsidiaries also attended the meetings, where appropriate, upon invitation of the Committee. Training and continuous engagement All members of the Committee have attended relevant training seminars and programmes to enhance their competency in fulfilling their functions and duties more effectively, the details of training attended by each member are set out on pages 53 to 55 of this Annual Report. During the financial year, the Committee Chairman continuously engaged with Group Chief Executive Officer and the Auditors by way of telephone conversations and attending ad-hoc meetings, in order to be kept informed of matters affecting the Group. Through such engagements, relevant issues were brought to the attention of the Committee in a timely manner. Building on Success: Developing Resources for the Future
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ANNUAL REPORT 2011 Building on Succ
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viSion To be a successful world-cla
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Corporate Profile Malaysia Smelting
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