Hatching For The Future - teo seng capital berhad

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Teo Seng Capital Berhad Audit Committee’s Report Rights of the Audit Committee In carrying out its duties and responsibilities, the Audit Committee will: (1) have the authority to investigate any matter within its terms of reference; (2) have the resources which are required to perform its duties; (3) have full and unrestricted access to any information pertaining to the Company; (4) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity; (5) be able to obtain independent professional or other advice and to invite outsiders with relevant experience and expertise to attend the Audit Committee meetings (if required) and to brief the Audit Committee; and (6) be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary. Conduct of Meetings (1) The Audit Committee will meet at least four (4) times in each financial year although additional meetings may be called at any time, at the discretion of the Chairman of the Audit Committee. (2) The quorum shall consist of a majority of Independent committee members and shall not be less than two. (3) Recommendations to the Audit Committee are submitted to the Board for approval. (4) The Company Secretaries shall be in attendance at each Audit Committee meeting and record the proceedings of the meeting thereat. (5) Minutes of each meeting shall be kept as part of the statutory record of the Company upon confirmation by the Board and a copy shall be distributed to each member of the Audit Committee. (6) The Managing Director and other appropriate officer may be invited to attend where their presence are considered appropriate as determined by the Audit Committee Chairman. (7) The internal auditors and/or external auditors have the right to appear and be heard at any meeting of the Audit Committee and are recommended to attend each Audit Committee meeting. (8) Upon the request of the internal auditors and/or external auditors, the Audit Committee Chairman shall also convene a meeting of the Audit Committee to consider any matter the auditor(s) believes should be brought to the attention of the Board or the shareholders. (9) The Audit Committee must be able to convene meetings with external auditors without the presence of the executive board members and management at least twice a year and whenever deemed necessary. Annual Report 2012 (10) Where the Audit Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Audit Committee must promptly report such matter to Bursa Malaysia Securities Berhad. (11) The attendance of any particular Audit Committee meeting by other directors and employees of the Company shall be at the Audit Committee’s invitation and discretion and must be specific to the relevant meeting. 26
Teo Seng Capital Berhad Audit Committee’s Report Attendance at Meetings Details of the attendance of the Committee members for the financial year ended 31 March 2012 are as follows: Name of member Number of meetings attended Choong Keen Shian 4/5 Lau Jui Peng 5/5 Frederick Ng Yong Chiang 4/5 Dato’ Koh Low @ Koh Kim Toon 3/5 The Financial Controller, Group Accountant and/or internal auditors shall attend the meetings upon invitation by the Chairman of the Committee. However, at least once a year a Committee shall meet the external auditors. Summary of Activities during the Financial Year The main activities undertaken by the Committee were as follows: • Reviewed the external auditors’ scope of work and the audit plans for the year prior to the commencement of audit. • Reviewed the internal audit department’s resources requirements, programme and plan for the financial year under review. • Reviewed the internal audit reports, which highlighted the risk issues, recommendations and management’s response. • Reviewed the audited financial statements of the Group prior to submission to the Board for their consideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with applicable approved accounting standards for entities other than private entities issued by the Malaysian Accounting Standards Board (“MASB”) and the provisions of the Companies Act, 1965. • Reviewed the Group’s compliance in particular the quarterly and year end financial statements with the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad, MASB and other relevant legal and regulatory requirements. • Reviewed the quarterly unaudited financial results announcements before recommending them for the Board’s approval. The review and discussions were conducted with the Financial Controller and Group Accountant. Internal audit function The Company has outsourced its internal audit function to its intermediate holding company, which is tasked with the aim of providing assurance to the Audit Committee and the Board on the adequacy and effectiveness of the internal control systems and risk management in the Company. The cost of RM47,049 was incurred for the internal audit function for the year ended 31 March 2012. This function also acts as a source to assist the Audit Committee and the Board to strengthen and improve current management and operating style in pursuit of best practices. Annual Report 2012 27
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