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KNM GROUP BERHAD I Annual Report 201231Corporate Governance Statement (cont’d)9. Profit GuaranteeNo profit guarantees were given by the Company for the financial year under review.10. Material ContractsThere were no material contracts entered into by the Company and/or its subsidiaries involving Directors and/or major shareholders’ interests either still subsisting at the end of the financial year ended 31 December 2012or which were entered into since the end of the previous financial year.11. Contracts Related to LoansThere were no contracts relating to a loan by the Company and its subsidiaries in respect of the preceding item,save and except for the acceptance of interest free loans advanced from Inter Merger Sdn Bhd, a substantialshareholder to the Company, which is RM33.218 million outstanding as at financial year ended 31 December2012.The advancement of the short term interest free loans are for the Company’s working capital purposes andpayable on demand.
32KNM GROUP BERHAD I Annual Report 2012Audit Committee ReportThe Audit Committee of the Company is pleased to present the Audit Committee Report for the financial year ended31 December 2012.MEMBERS, MEETINGS HELD AND ATTENDANCE OF MEMBERSThe members of the Audit Committee are totally Independent Non-Executive Directors and they comprise three(3) in numbers. The attendance of each member at the five (5) meetings held during the financial year ended 31December 2012 are as follows:-Name of member Designation Directorship of the member AttendanceDato’ Ab Halim bin Mohyiddin* Chairman Independent Non-Executive 5/5Chairman (100%)Datuk Karownakaran @ Karunakaran Member Independent Non-Executive 5/5a/l Ramasamy # Director (100%)Dato’ Dr Khalid Bin Ngah* Member Senior Independent 5/5Non-Executive Director (100%)Notes:* Dato’ Ab Halim bin Mohyiddin has been re-designated as Chairman of the Company in place of Ir Lee Swee Eng who hasrelinquished his position as Chairman on 29 April 2013. Dato’ Dr Khalid bin Ngah was re-designated as Senior IndependentNon-Executive Director on 29 April 2013.# Subsequent to the financial year ended 31 December 2012, Datuk Karownakaran @ Karunakaran a/l Ramasamy hadresigned as the Company’s Independent Non-Executive Director on 13 February 2013 and Madam Soh Yoke Yan wasappointed as the Independent Non-Executive Director and member of the Audit Committee on 14 March 2013.TERMS OF REFERENCE(I)ObjectivesThe objectives of the Audit Committee (“Committee”) are to:-1. provide assistance to the Board of Directors (“Board”) in fulfilling the Board’s fiduciary responsibilitieson financial, accounting, management controls, financial reporting and business ethics practices of theCompany, and to ensure that such practices conform to the highest possible standards of corporategovernance; and2. provide greater emphasis on the audit functions by serving as the focal point for communication betweenother Directors, the external auditors, internal auditors and the management in all matters relating tofinancial accounting, reporting and controls and providing a forum for discussion that is independentof the management. It is the Board’s principal agent in ensuring the independence of the Company’sexternal auditors, the objectivity of the Company’s internal auditors, the integrity of management andmanagement policies and the adequacy of disclosures to shareholders.(II)FunctionsWithout limiting the generality of this written terms of reference, the Company must ensure the Committeeshall, amongst others, discharge the following functions:-1. Review the following and report the same to the Board of the Company:-(a)(b)with the external auditor, the audit plan;with the external auditor, his evaluation of the system of internal controls;
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