Goldis Berhad Annual Report 2009

AUDIT COMMITTEE REPORT
(1) Investigate any activity within its terms of reference.
(2) Seek any information it requires from any employee
and all employees are directed to co-operate with
any request made by the Audit Committee.
(3) Obtain outside legal or other independent
professional advice and to secure the attendance of
outsiders with relevant experience and expertise if it
considers this necessary.
The Audit Committee shall have direct access to the
internal and external auditors, who in turn, have access
at all times to the Chairman of the Audit Committee.
The Audit Committee should meet with the external
auditors without executive board members present at
least twice a year.
(a) going concern assumptions;
(b) changes in or implementation of major
accounting policy changes;
(c) significant and unusual events; and
(d) compliance with accounting standards and
other legal requirements;
(4) To review any related party transaction and
conflict of interest situation that may arise within
the Company or Group, including any transaction,
procedure or course of conduct that raises questions
of management integrity;
(5) To consider and recommend the nomination and
appointment, the audit fee and any questions of
resignation, dismissal or re-appointment of the
external auditors; and
D
Functions
The functions of the Audit Committee are:
(1) To review and discuss the following with the external
auditors:
(a) their audit plan;
(b) their evaluation of the internal control system;
(c) their audit report;
(d) the assistance given by the employees of the
Company to them;
(2) To review the following in respect of internal
auditors:
(a) the adequacy of the scope and plan, functions
and resources of the internal audit function and
that it has the necessary authority to carry out
its works;
(b) the internal audit programme, processes
and results of the internal audit programme,
processes or investigation undertaken and
ensure that appropriate actions are taken on the
recommendations of the internal audit function;
(c) the effectiveness of the internal control system;
(d) the major findings of internal audit and
management’s response;
(e) the appraisal or assessment of the performance
of members of the internal audit function;
(3) To review the quarterly results and year end financial
statements, prior to the submission to the Board for
their approval, focusing particularly on:
E
(6) Such other functions as may be agreed to by the
Audit Committee and the Board.
Meetings and Minutes
Meetings shall be held not less than four (4) times a
year. The external auditors may request for a meeting
and shall have the right to appear and be heard at any
meeting of the Audit Committee. The Audit Committee
Chairman shall convene a meeting whenever any
member of the Audit Committee requests for a meeting.
Written notice of the meeting together with the agenda
shall be given to the members of the Audit Committee
and the external auditors, where applicable.
The Chairman of the Audit Committee should engage on
a continuous basis with senior management, such as the
Chairman, Chief Executive Officer, the Chief Financial
Officer, the Head of Internal Audit and the external
auditors in order to be kept informed of matters affecting
the Company.
Members may, if they think fit, confer by radio,
telephone, closed circuit television or other electronic
means of audio or audio-visual communication and
a resolution or decision passed by such a conference
will, despite the fact that the members are not present
together in one place at the time of the conference, be
deemed to have been passed at the Audit Committee
Meeting held on the day on which and at the time at
which the conference was held. Any meeting held in
such manner shall be deemed to be held at such place
as shall be agreed upon by the members attending the
meeting provided that at least one (1) member present
Goldis Berhad (515802-U)
annual report 2009
27