Annual Report 2012 - IOI Group

x. To review any related party transaction and conflict ofinterest situations that may arise within the Company orthe Group including any transaction, procedure orcourse of conduct that raises questions of managementintegrity.xi.xii.To undertake such other responsibilities as may beagreed to by the Committee and the Board.To consider the report, major findings and management’sresponse of any internal investigations carried out bythe internal auditors.xiii. To verify the allocation of options pursuant to ExecutiveShare Option Scheme (“ESOS”) in compliance with thecriteria of the ESOS at the end of each financial year.5. Conduct of MeetingsNumber of MeetingsThe Committee shall meet at least five (5) times a year. TheChairman shall also convene a meeting of the Committee ifrequested to do so by any member, the management or theinternal or external auditors to consider any matter withinthe scope and responsibilities of the Committee.Attendance of MeetingsThe head of finance and head of internal audit division andrepresentatives of the external auditors shall normally beinvited to attend meetings of the Committee. However, theCommittee shall meet with the external auditors withoutexecutive board members present at least twice a year. TheCommittee may also invite other Directors and employees toattend any of its meeting to assist in resolving and clarifyingmatters raised.QuorumA quorum shall consist of a majority of Independent Non-Executive Directors and shall not be less than two (2).6. Secretary to the Committee and MinutesThe Company Secretary shall be the secretary of theCommittee and as a reporting procedure, the minutes shallbe circulated to all members of the Board.C. ACTIVITIESDuring the year, the Committee discharged its duties andresponsibilities in accordance with its terms of reference.The main activities undertaken by the Committee were asfollows:i. Review of the external auditors’ scope of work and theiraudit plan and discuss results of their examinations andrecommendations.ii.iii.iv.Review with the external auditors the results of their audit,the audit report and internal control recommendations inrespect of control weaknesses noted in the course of theiraudit.Review the audited financial statements beforerecommending them for the Board of Directors’ approval.Review the Company’s compliance, in particular thequarterly and year end financial statements with the MainMarket Listing Requirements of Bursa Malaysia SecuritiesBerhad and the applicable approved accountingstandards issued by the Malaysian Accounting StandardsBoard.v. Review of the quarterly unaudited financial resultsannouncements of the Group and the Company prior torecommending them to the Board for consideration andapproval.vi.vii.Review of the Internal Audit Department’s resourcerequirement, programmes and plan for the financialyear to ensure adequate coverage over the activities ofthe respective business units and the annual assessmentof the Internal Audit Department’s performance.Review of the audit reports presented by Internal AuditDepartment on findings and recommendations andmanagement’s responses thereto and ensure thatmaterial findings are adequately addressed bymanagement.viii. Review of the related party transactions entered into bythe Group.ix.Review and assess the risk management activities andrisk review reports of the Group.84IOI CORPORATION BERHADAnnual Report 2012