Annual Report 2007 - The Lion Group

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AUDIT COMMITTEE REPORT COMPOSITION As at the date of this Annual Report, the composition of the Audit Committee is as follows: • Members Y. Bhg. Lt. Jen (B) Datuk Seri Abdul Manap bin Ibrahim (Chairman, Independent Non-Executive Director) Mr Tan Siak Tee (Independent Non-Executive Director) Mr M. Chareon Sae Tang @ Tan Whye Aun (Non-Independent Non-Executive Director) In pursuance of good corporate governance and in the interest of all stakeholders, the Company shall continue to be guided by the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) although the securities of the Company had been de-listed. Pursuant thereto, the composition of the Audit Committee is in line with the requirements of the Listing Requirements of Bursa Securities. • Secretaries The Secretaries of Amsteel Corporation Berhad, Ms Chan Poh Lan and Ms Wong Phooi Lin, are also Secretaries of the Audit Committee. TERMS OF REFERENCE • Membership The Audit Committee shall be appointed by the Board from amongst their number and shall consist of not less than three (3) members, a majority of whom shall be independent Directors. The composition of the Audit Committee shall fulfill the requirements as prescribed in the Listing Requirements of Bursa Securities. The Chairman of the Audit Committee shall be an independent Director appointed by the Board. • Meetings and Minutes The Audit Committee shall meet at least four (4) times annually and the Managing Director, the Chief Internal Auditor and the Chief Financial Officer shall normally be invited to attend the meetings. At least once a year, the Audit Committee shall meet with the external auditors without the non-independent Directors being present. A majority of independent Directors present shall form a quorum. Minutes of each meeting shall be kept and distributed to each member of the Audit Committee and the Board. The Chairman of the Audit Committee shall report on each meeting to the Board. • Authority In conducting its duties and responsibilities, the Audit Committee shall have: (a) (b) (c) (d) (e) (f) the authority to investigate any matter within its terms of reference. the resources which are required to perform its duties. full and unrestricted access to any information pertaining to the Company and the Group. direct communication channels with the external and internal auditors. the right to obtain independent professional or other advice as necessary. the right to invite other Directors and/or management of the Company to attend any particular Audit Committee meeting to discuss specific issues. 12
• Duties The duties of the Audit Committee are: (i) (ii) (iii) To consider the appointment, resignation and dismissal of external auditors and the audit fee. To discuss with the external auditors, prior to the commencement of audit, the nature and scope of audit and to ensure co-ordination of audit where more than one audit firm is involved. To review and assess the annual and quarterly financial statements prior to the approval of the Board, focusing on: - going concern assumption - compliance with accounting standards and regulatory requirements - changes in accounting policies and practices - significant issues arising from audit. (iv) (v) (vi) To discuss problems and reservations arising from the interim and final external audits, and any matter the external auditors may wish to discuss (in the absence of management, where necessary). To review the external auditors’ management letter and management’s response thereto. To establish the following with the internal audit function: - review the adequacy of the scope, functions and resources of the internal audit function and that it has the necessary authority to carry out its work - review internal audit programme - ensure co-ordination of external audit with internal audit - consider the major findings of internal audit reviews/investigations and management’s response, and ensure that appropriate actions are taken on the recommendations of the internal audit function. (vii) To review any related party transaction and conflict of interest situation that may arise within the Company and the Group. (viii) To consider the appointment of independent advisers for corporate proposals involving related parties. (ix) (x) (xi) To assess the quality and effectiveness of the system of internal control and efficiency of operations, and to review the risk policy and implementation of the risk management framework. To review any appraisal or assessment of the performance of the members of the internal audit function, approve any appointment or termination of senior staff members of the internal audit function and be informed of any resignation of internal audit staff members and reasons thereof. To perform any other such function as may be agreed to by the Audit Committee and the Board. ACTIVITIES DURING THE FINANCIAL YEAR During the financial year under review, five (5) Audit Committee Meetings were held for which full attendance were recorded for all the members of the Audit Committee. The Audit Committee carried out its duties in accordance with its Terms of Reference during the year. 13
Page 2 and 3: CONTENTS Page Notice of Meeting 1 C
Page 4 and 5: Notes: 1. Proxy • A member entitl
Page 6 and 7: DIRECTORS’ PROFILE Jen (B) Tan Sr
Page 8 and 9: Tan Siak Tee Independent Non-Execut
Page 10 and 11: Supply of Information The Board mem
Page 12 and 13: 4. ACCOUNTABILITY AND AUDIT The Aud
Page 16 and 17: The main activities undertaken by t
Page 18 and 19: 5 YEARS GROUP FINANCIAL HIGHLIGHTS
Page 20 and 21: PENYATA PENGERUSI Bagi pihak Lembag
Page 22 and 23: TANGGUNGJAWAB SOSIAL KORPORAT Kita
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Page 28 and 29: AMSTEEL CORPORATION BERHAD (Incorpo
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AMSTEEL CORPORATION BERHAD (Incorpo
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Annual Report 2007 - The Lion Group

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