annual report - Tenaga Nasional Berhad

Terms Of Reference Of The Board Audit Committee[ Tenaga Nasional Berhad ] [ Annual Report 2008 ]1507.4 Internal Audit7.4.1 To approve the Corporate Audit Charters ofinternal audit functions in the Group.7.4.2 To ensure that the internal audit functionshave appropriate standing in the Groupand have the necessary authority, resourcesand competency to carry out their work.This includes a review of the organisationalstructure, resources, budgets and qualificationsof the internal audit personnel.7.4.3 To review internal audit reports andmanagement’s response and actions takenin respect of these. Where actions arenot taken within an adequate timeframeby management, the BAC will report thematter to the Board.7.4.4 To review the adequacy of internal auditplans and the scope of audits, and ensurethat the internal audit functions are carriedout without any hindrance.7.4.5 To appraise the performance of Head ofInternal Audit.7.4.6 To be informed of resignations and transfersof senior internal audit staff and provideresigning/transferred staff an opportunity toexpress their views.7.4.7 To direct any special investigation to becarried out by Internal Audit.7.5 External Audit7.5.1 To nominate the External Auditors togetherwith such other functions as may be agreedto by the Board and recommend for approvalof the Board the external audit fee, andconsider any questions of resignation ortermination.7.5.2 To review external audit reports andmanagement’s response and actions takenin respect of these. Where actions arenot taken within an adequate timeframeby management, the BAC will report thematter to the Board.7.5.3 To review external audit plans and scope ofwork.7.5.4 The BAC shall meet the external andinternal auditors or both at least twice ayear to discuss problems and reservationsarising out of audits and any matters theauditors may wish to discuss, in the absenceof management, Executive Directors or nonindependentDirectors where necessary.7.6 Corporate Governance7.6.1 To review the effectiveness of the systemfor monitoring compliance with laws andregulations and the results of management’sinvestigation and follow up (includingdisciplinary action) of any instances of noncompliance.7.6.2 To review the findings of any examinationsby regulatory authorities.7.6.3 To review any related party transaction andconflict of interest situation that may arisewithin the Group including any transaction,procedure or course of conduct that raisesquestions of integrity.7.6.4 To review and approve the Statementof Corporate Governance for the AnnualReport as required under Bursa MalaysiaListing Requirements.7.6.5 To review the investor relations programmeand shareholder communications policy forthe company.7.6.6 To examine instances and matters thatmay have compromised the principles ofcorporate governance and report back tothe Board.7.6.7 To develop and regularly review TNB’s Codeof Corporate Governance and BusinessEthics.7.6.8 Where the BAC is of the view that a matterreported by it to the Board has not beensatisfactorily resolved, resulting in a breachof Bursa Malaysia Listing Requirements, theBAC must promptly report such matters toBursa Malaysia.8. Committee Meetings8.1 The Committee shall convene meetings as andwhen required, and at least six (6) times during thefinancial year of TNB.8.2 The number of Committee meetings held a yearand the details of attendance of each individualmember in respect of meetings held should bedisclosed in the annual report.8.3 The Chairman of the Committee, or the Secretaryon the requisition of any member, the Head ofInternal Audit or the External Auditors, shall atany time summon a meeting of the Committee bygiving reasonable notice. It shall not be necessaryto give notice of a Committee meeting to anymember for the time being absent from Malaysia.