Notice of Annual General Meeting - Company Announcements ...

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HWANG-DBS (MALAYSIA) BERHAD (238969-K) 32 Annual Report 2009 Audit Committee Report ACTIVITIES OF THE AUDIT COMMITTEE During the financial year ended 31 July 2009, 7 meetings were held by the Audit Committee (“Committee”) of the Company. The Committee comprises the following members and details of attendance of each member at the Committee’s meetings held during the year are as follows:- Composition Of The Committee No. Of Meetings Attended Whilst In Office 1. Ong Eng Kooi (Chairman/Independent Non-Executive Director) 2. Y.A.M. Tengku Syed Badarudin Jamalullail (Member/Independent Non-Executive Director) 3. Kankipati Rajan Raju (Member/Non-Independent Non-Executive Director) 4. Tan Sri Dato’ Ahmad Sabki Jahidin (passed away on 15 September 2008) 7 out of 7 meetings 7 out of 7 meetings 5 out of 7 meetings 0 out of 1 meeting The Group has also established an Audit Committee in the investment banking subsidiary. This Audit Committee meets regularly to appraise the effectiveness of the system of internal controls and corporate governance framework, review annual financial statements, audit findings from internal auditors, external auditors, compliance officers and regulatory authorities and recommend appropriate remedial actions to the Board of the investment banking subsidiary. During the financial year, the Committee performed the duties as set out in its Terms of Reference. The main areas reviewed and discussed by the Committee are set out below and where necessary, the Committee directed actions to be taken by management:- • The audited financial statements for financial year ended 31 July 2008 and unaudited quarterly financial results announcements of the Group and making recommendations to the Board for consideration and approval. • The external auditor’s scope of work and the audit plan, their audit fees, the results of their examination in external audit reports and management letters, as well as new developments on accounting standards and regulatory requirements. • The adequacy of the internal audit plans for the financial year 2009, the implementation of the approved audit plans, resource requirements and performance of the Internal Audit Department. • The adequacy of the annual Compliance Programme of the Futures Broking subsidiary for the financial year ending 31 July 2010. • Reports of the Internal Audit Department, Compliance Department of key subsidiary companies, as well as inspection and examination of reports issued by the relevant regulatory authorities. • Reports on related party transactions. • Risk management reports by the respective Risk Management Committees of the Investment Management and Futures Broking subsidiaries. • Half yearly Reports on Fraud Prevention and Detection for the Group based on feedback from the senior management. • Disclosure requirements in the annual report of the Company in compliance with the provisions of the Listing Requirements of Bursa Malaysia Securities Berhad in relation to the Statement on Corporate Governance, Audit Committee Report, Statement of Internal Control and financial results.
Annual Report 2009 33 HWANG-DBS (MALAYSIA) BERHAD (238969-K) The Committee acted as a forum for discussion of internal control, risk management, compliance issues and other related matters that contributed to the Group’s overall governance profile and transparency, as well as Board’s review of the effectiveness of the Group’s system of internal controls. In line with the Revised Malaysian Code On Corporate Governance, the Independent members of the Committee met with the external auditors twice during the financial year without the presence of Executive Director. INTERNAL AUDIT FUNCTIONS The Group uses the services of the Internal Auditors of its wholly-owned subsidiary, HwangDBS Investment Bank Berhad to assist the Committee in the discharge of its duties and responsibilities. During the year, the in-house Internal Auditors undertook independent reviews of the system of internal controls in key business units of the Group, so as to provide reasonable assurance that:- • such systems continue to operate satisfactorily and effectively • assets and resources are safeguarded • integrity of records and information is protected • internal policies, procedures and standards are adhered to and • applicable rules and regulations are complied with. The scope of the internal audit covered key aspects of business operations of core subsidiary companies with primary focus on HwangDBS Investment Bank Berhad. Audit findings and areas of concern that need improvements were highlighted in the internal audit reports and reviewed by the Committee. During Board meetings, the Chairman of the Committee briefed the Board on audit matters and the minutes of the Committee meetings. The Internal Auditors also monitored management’s corrective action plans in order to obtain assurance that all key risks and control concerns have been duly addressed. The costs incurred in discharging the internal audit function for the financial year amounted to RM1.04 million. TERMS OF REFERENCE OF THE AUDIT COMMITTEE 1. CONSTITUTION The Audit Committee was established on 1 March 1996. 2. MEMBERSHIP The Committee shall be appointed by the Board from amongst the Directors of the Company and shall comprise not less than 3 members, all of whom shall be Non-Executive Directors and the majority of whom must be independent. At least 1 member of the Committee:- • must be a member of the Malaysian Institute of Accountants; or • if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years of working experience and - he must have passed the examination specified in Part I of the 1st Schedule to the Accountants Act, 1967; or - he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule to the Accountants Act, 1967. The members of the Committee shall elect the Chairman from among their number who shall be an Independent Director.
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Proxy Form I / We, NRIC No. (IN BLO
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