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56 Annual report 2008 Audit Committee Report MEMBERS OF THE AUDIT COMMITTEE Tan Sri Dato’ Hari Narayanan a/l Govindasamy (Chairman & Independent Non-Executive Director) Dato’ Leong Kok Wah (Independent Non-Executive Director) Datuk Ismail bin Adam (Independent Non-Executive Director) Ng Soon Lai @ Ng Siek Chuan (Independent Non-Executive Director) SECRETARIES Lee Wai Ngan Chan Toye Ying TERMS OF REFERENCE 1.0 Purpose The primary objective of the Audit Committee (as a sub-committee of the Board) is to assist the Board in the effective discharge of its fiduciary responsibilities for corporate governance, timely and accurate financial reporting and development of sound internal controls. 2.0 Composition i. The Audit Committee shall be appointed by the Directors amongst their numbers, who fulfils the following requirements: • comprised no fewer than 3 members; • all members must be non-executive directors; and • all members should be financially literate and at least one member must be a member of the Malaysian Institute of Accountants or having the relevant qualifications and experience as specified in the Listing Requirements of Bursa Malaysia Securities Berhad. ii. The Chairman of the Audit Committee shall be an independent director. 3.0 Reporting Responsibilities The Audit Committee will report to the Board on the nature and extent of the functions performed by it and may make such recommendations to the Board on any audit and financial reporting matters as it may think fit. 4.0 Attendance at Meetings i. The heads of finance and internal audit and a representative of the external auditor shall normally attend meetings. ii iii. Other directors and employees may attend any particular Audit Committee meeting only upon the invitation of the Audit Committee specific to the relevant meeting. The company secretary shall be the secretary of the Committee. 5.0 Frequency of Meetings A minimum of four (4) meetings a year shall be planned, although additional meetings may be called at any time at the Chairman’s discretion. The Committee should meet with the external auditors without executive Board members present at least twice a year.
57 S P Setia Berhad Group Audit Committee Report The Audit Committee would meet regularly, with due notice of issues to be discussed, and should record its conclusions in discharging its duties and responsibilities. The Chairman of the Audit Committee would engage on a continuous basis with senior management, such as the chairman, the chief executive officer, the finance director, the head of internal audit and the external auditors in order to be kept informed of matters affecting the Company. The Audit Committee held four (4) meetings during the financial year ended 31 October 2008. The details of attendance of the Audit Committee members are as follows: Name of Audit Committee Member Total attendance of meetings Tan Sri Dato’ Hari Narayanan a/l Govindasamy 3/4 Dato’ Leong Kok Wah 4/4 Datuk Ismail bin Adam 4/4 Ng Soon Lai @ Ng Siek Chuan 4/4 The finance director, head of internal audit and the external auditor have attended the abovesaid meetings together with the Audit Committee members. 6.0 Quorum The quorum for a meeting shall be two (2) members. The majority of members present shall be independent directors. 7.0 Authority i. The Audit Committee is authorised by the Board to investigate any activity within its Terms of Reference. It is authorised to seek any information it requires from any employee for the purpose of discharging its functions and responsibilities. ii. The Committee may, with the approval of the Board, obtain legal or other advice from independent professionals and appoint external parties with relevant experience and expertise to assist the Committee if it considers this necessary. 8.0 Duties The duties of the Committee shall be: i. To consider the appointment of the external auditors, the audit fees and any questions of resignation or dismissal. ii. iii. To review the nature and scope of the audit by the external auditors before commencement. To review the quarterly and year end financial statements before submission to the Board, focusing particularly on: • any changes in accounting policies and practices; • significant audit adjustments from the external auditors; • the going concern assumption; and • compliance with accounting standards and other legal requirements.
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group directory HEAD OFFICE S P SET
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