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STATEMENT ON CORPORATE GOVERNANCE (CoNT’D) RElATIONSHIp WITH THE ExTERNAl AuDITORS Masterskill Education Group Berhad / Annual Report 2012 31 The Board via the Audit Committee maintains an appropriate, formal and transparent relationship with the Group’s external auditors. The Audit Committee meets the external auditors without the presence of the management, wherever necessary, and at least twice a year. Meetings with the external auditors are held to further discuss the Group’s audit plans, audit findings, financial statements as well as to seek their professional advice on other related matters. From time to time, the external auditors inform and update the Audit Committee on matters that may require their attention. The role of Audit Committee in relation to dealing with the auditors is described in the Audit Committee Report set out on pages 32 to 34 of this Annual Report. INTERNAl CORpORATE DISClOSuRE pOlICIES AND pROCEDuRES Along with good corporate governance practices, the Company is committed to provide to investors and the public with comprehensive, accurate and material information on a timely basis. DIRECTORS’ RESpONSIBIlITy STATEmENT The Board is required by the Act to prepare annual audited financial statements for each financial year which have been made out in accordance with the applicable approved accounting standards and the provisions of the Act. The Board is responsible to take reasonable steps to ensure that the financial statements give a true and fair view of the state of affairs of the Group and the Company, and of their results and cash flows for the financial year then ended. The Board of Directors are required under Paragraph 15.26 of the MMLR to issue a statement explaining their responsibility for preparing the annual audited financial statements. In preparing the annual audited financial statements of the Group and the Company for the financial year, the Board has: • adopted suitable accounting policies and applied them consistently; • where applicable, made judgments and estimates that are reasonable and prudent; • ensured that applicable approved accounting standards have been followed; and • confirmed that the annual audited financial statements have been prepared on a going concern basis. The Board has ensured that the Group and Company keep proper accounting and other records that will disclose with reasonable accuracy at any time the financial position of the Group and the Company, and which enable them to ensure that the annual audited financial statements comply with the Act and the applicable approved accounting standards. This Directors’ Responsibility Statement is made in accordance with the resolution of the Board dated 26 April 2013.
Masterskill Education Group Berhad / Annual Report 2012 32 AUDIT COMMITEE REPORT The Board of Directors of mEGB is pleased to present the Audit Committee Report for the financial year ended 31 December 2012. COmpOSITION OF THE AuDIT COmmITTEE AND mEETINGS The Audit Committee held a total of five (5) Audit Committee meetings for the financial year ended 31 December 2012. The Audit Committee members and details of attendance of each member at the Audit Committee meetings are as follows:- Name Directorship No. of meetings attended Datuk Kamarudin Bin Md. Ali (Chairman of the Audit Committee) Independent Non-Executive Director 5/5 YTM Tunku Dato’ Seri Kamel Bin Tunku Rijaludin Independent Non-Executive Chairman 3/4 YM Raja Mohd Azmi Bin Raja Razali Non-Independent Non-Executive Director 1/3 Mathuraiveran a/l Marimuthu Independent Non-Executive Director 2/2 Wisun Soon Independent Non-Executive Director 1/1 YM Raja Mohd Azmi Bin Raja Razali retired as a Director of the Company on 6 June 2012. Mr. Mathuraiveran a/l Marimuthu was appointed as a member to the Audit Committee on 1 July 2012. Mr. Wisun Soon was appointed as a member to the Audit Committee and YTM Tunku Dato’ Seri Kamel Bin Tunku Rijaludin ceased as a member on 29 August 2012. By invitation of the Audit Committee, the Group Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Head of Finance, Internal Auditor, Senior Vice President-Operations, the representatives of the External and Internal Auditors had attended some of the meetings during the financial year. The Audit Committee is governed by its Terms of Reference as stipulated below:- TERmS OF REFERENCE OF THE AuDIT COmmITTEE A. membership The Audit Committee shall comprise at least three (3) Directors, the majority of whom are independent. The members of the Audit Committee shall be appointed by the Board of Directors. All members of the Audit Committee must be Non-Executive Directors with a majority of them being independent. All members of the Audit Committee shall be financially literate and at least one member shall: (i) be a member of the Malaysian Institute of Accountants; or (ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years of working experience and • he must have passed the examinations specified in Part I of the 1st Schedule of 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 of the Accountants Act 1967; or (iii) fulfill such other requirements as prescribed or approved by the Exchange. The appointment terminates when a member ceases to be a Director. No alternate director shall be appointed as a member of the Audit Committee. Members of the Audit Committee shall elect an Independent Director on the Committee as Chairman. If a member of the Audit Committee resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three, the Board shall, within three months appoint such number of new members as may be required to make up the minimum of three members. The terms of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least once every three years.
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