notes to the financial - WTK Holdings Berhad

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directors' statement on corporate governance (cont'd) ANNUAL GENERAL MEETING The AGM is the principal forum for dialogue with shareholders. The Board provides opportunities for shareholders to raise questions pertaining to issues in the Annual Report, Audited Financial Statements, Corporate Developments in the Group, the resolutions being proposed and on business of the Group in general at every AGM and Extraordinary General Meeting of the Company. Senior Offi cers and appropriate advisers are also available to respond to shareholders’ questions during the meeting. FINANCIAL REPORTING In presenting the annual audited fi nancial statements and quarterly announcements, the Directors aim to present a balanced and understandable assessment of the Group’s position and prospects to its shareholders and other stakeholders. The Audit Committee assists the Board in this matter by reviewing and recommending information for disclosure. INTERNAL CONTROLS The Directors are mindful of their responsibilities in relation to the maintenance of a sound system of internal controls which provides reasonable assessment and review of the Company’s eff ectiveness to safeguard shareholders’ investment and Group’s assets. The Board is continuously reviewing the adequacy and integrity of its system of internal controls. A Statement on Internal Control is set out in the Annual Report. RELATIONSHIP WITH THE AUDITORS The relationship with the External Auditors is formally maintained through the Audit Committee as set out in its terms of reference of the Audit Committee in the Annual Report. ADDITIONAL COMPLIANCE INFORMATION • There were no material contracts entered into by the Company and its subsidiaries involving directors’ and major shareholders’ interest which were still subsisting at the end of the fi nancial year ended 31 December 2009 or which were entered into since the end of the previous fi nancial year. • The amount of non-audit fees incurred for services rendered to the Group for the fi nancial year ended 31 December 2009 by the auditors, or fi rms or companies affi liated to the auditors was approximately RM184,000. W T K HOLDINGS BERHAD (10141-M)
audit committee report COMPOSITION AND DESIGNATION OF THE AUDIT COMMITTEE Lt. General Datuk Seri Panglima Abdul Manap Ibrahim (rtd) - Chairman (Independent Non-Executive Director) Datuk Wong Kie Yik (Non-Independent Non-Executive Director) Ms. Tham Sau Kien (Independent Non-Executive Director) A. TERMS OF REFERENCE OF THE AUDIT COMMITTEE i. Constitution The Audit Committee was formed pursuant to a resolution passed on 20 September 1993 by the Board of Directors. ii. Objectives It is the objective of the Audit Committee to assure the shareholders of the Company that the Group has complied with applicable Approved Accounting Standards in Malaysia and the Listing Requirements of Bursa Malaysia Securities Berhad. The Audit Committee will endeavour to adopt certain practices aimed at maintaining appropriate standards of responsibility, integrity and accountability to all shareholders of the Company. With this, the Audit Committee will review, evaluate and satisfy itself that the Management Committee, assisted by the internal audit team and risk management committee team, has exercised its role and carried out its function eff ectively to: a. maintain a sound system of internal control to safeguard shareholders’ investment and company assets; b. assist the Board as a whole in setting appropriate policies and procedures to review the adequacy and integrity of the Group’s system of internal control and management information systems including system for compliance with applicable laws, rules, directives and guidelines; and c . identify principal risks and ensure the implementation of appropriate internal control systems to manage these aff ected risks. iii. Membership The Audit Committee shall be appointed by the Board of Directors from among their numbers and shall comprise of not fewer than three (3) members, all of whom shall be non-executive directors. The majority of the Audit Committee members shall be independent directors. At least one (1) member of the Audit Committee: a. must be a member of the Malaysian Institute of Accountants; or ANNUAL REPORT 2009
Page 1 and 2: annual report 2009
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