cont'd - KNM Steel Sdn Bhd

KNM GROUP BERHAD I Annual Report 201233Audit Committee Report (cont’d)(c)(d)(e)(f)(g)with the external auditor, his audit report;the assistance given by employees of the Company to the external auditor;the adequacy of the scope, functions, competency and resources of the internal audit functionsand that it has the necessary authority to carry out his work;the internal audit program, processes, the results of the internal audit program, processes orinvestigation undertaken and whether or not appropriate action is taken on the recommendationsof the internal audit function;the quarterly results and year end financial statements, prior to the approval by the Board, focusingparticularly on:-(i)(ii)(iii)changes in or implementation of major accounting policy changes;significant and unusual events; andcompliance with accounting standards and other legal requirements;(h)(i)(j)(k)any related party transaction and conflict of interest situation that may arise within the Companyor Group including any transaction, procedure or course of conduct that raises questions ofmanagement integrity;any letter of resignation from the external auditors of the Company;whether there is reason (supported by grounds) to believe that the Company’s external auditor isnot suitable for re-appointment; andany allocation of options during the year under the Company’s Employee Share Option Scheme(“ESOS”) to ensure compliance in accordance with the By-laws of the Company’s ESOS.2. Recommend the nomination of a person or persons as external auditors.3. Carry out such other responsibilities, functions or assignments as may be assigned by the Board.4. Where the Committee is of the view that a matter reported by it to the Board of the Company has not beensatisfactorily resolved resulting in a breach of the Bursa Malaysia Securities Berhad (“Bursa Securities”)Main Market Listing Requirements, the Committee must promptly report such matter to Bursa Securities.(III)Audit Committee Report1. The Company must ensure that its Board prepares an Audit Committee Report at the end of each financialyear that complies with (2) and (3) below.2. The Audit Committee Report must be clearly set out in the Annual Report of the Company.3. The Audit Committee Report shall include the following:-(a)(b)(c)(d)(e)the composition of the Committee, including the name, designation (indicating the Chairman) andthe directorship of the members (indicating whether the Directors are independent or otherwise);the terms of reference of the Committee;the number of Committee meetings held during the financial year and details of attendance ofeach Committee member;a summary of the activities of the Committee in the discharge of its functions and duties for thatfinancial year of the Company; anda summary of the activities of the internal audit function or activity.