ENRICHING LIVES EXPANDING HORIZONS - Maxis

MAXIS BERHAD
ANNUAL REPORT 2011
231
Additionally, the Board has the power to establish ad-hoc committees comprising Directors or Directors and Management to
oversee specific matters within the defined scope and terms of reference. Responsibility for implementing the Group’s strategies
and day-to-day businesses is delegated to Management. The organisation structure sets out clear segregation of roles and
responsibilities, lines of accountability and levels of authority to ensure effective and independent stewardship.
2. Audit Committee
The Audit Committee comprises only non-executive members of the Board, the majority of whom are independent Directors.
The current composition of the Audit Committee comprises members who bring with them a wealth of knowledge, expertise
and experience from different industries and backgrounds. The Audit Committee evaluates the adequacy and effectiveness of
the Group’s risk management and internal control systems and reviews internal control issues identified by internal auditors,
external auditors and management. Throughout the financial year, the Audit Committee members are briefed on corporate
governance practices, updates to Malaysian Financial Reporting Standards, as well as legal and regulatory requirements in
addition to key matters affecting the financial statements of the Group.
The Audit Committee also reviews and reports to the Board the engagement and independence of the external auditors and their
audit plan, nature, approach, scope and other examinations of the external audit matters. It also reviews the effectiveness of the
internal audit function which is further described in the following section on Internal Audit.
The Audit Committee continues to meet regularly and has full and unimpeded access to the internal and external auditors and
all employees of the Group. The Chairman of the Audit Committee provides the Board with reports on all meetings of the Audit
Committee. Further details of the activities undertaken by the Audit Committee are set out in the Audit Committee Report on
pages 204 to 210.
3. Internal Audit
The Internal Audit department continues to independently review key processes, checks compliance with policies/procedures,
evaluates the adequacy and effectiveness of internal control and risk management systems and highlights significant findings
and corrective measures in respect of any non-compliance to Senior Management and the Audit Committee on a timely basis.
Its work practices are governed by the Internal Audit Charter, which is subject to revision on an annual basis. The annual
audit plan, established primarily on a risk-based approach, is reviewed and approved by the Audit Committee annually and
an update is given to the Audit Committee every quarter. The Audit Committee oversees the Internal Audit department’s
function, its independence, scope of work and resources. The Internal Audit department also maintains a quality assurance
and improvement programme and continuously monitors its overall effectiveness. An external assessment of the internal audit
function is carried out at least once every five years.
The Internal Audit function meets the requirements of the latest International Standards for the Professional Practice of Internal
Auditing of the Institute of Internal Auditors Inc. Further activities of the Internal Audit function are set out in the Audit
Committee Report on pages 204 to 210.
4 Code of Business Practice
The Group is committed to conducting business fairly, impartially and ethically and in full compliance with all laws and
regulations. To this end, there is a detailed Maxis Code of Business Practice (the Code), which stipulates how Directors and
employees as well as external parties such as vendors, suppliers and contractors should conduct themselves in all business
matters. All Directors and employees are required to declare that they are in compliance with the Code upon joining the Group
and on an annual basis. External parties such as vendors, suppliers and contractors who conduct business with the Group are
required to sign a separate declaration that they have read and will adhere to the contents of the Code.