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AUDIT COMMITEE REPORT (CONT’D)
B. Roles and responsibility
Masterskill Education Group Berhad / Annual Report 2012
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- To consider the appointment of the external auditor, the audit fees, any questions of resignation or dismissal of the external auditor;
- To submit a copy of written representation or submission of external auditors’ resignation to the Exchange;
- To discuss with the external auditor before the audit commences, the nature and scope of the audit, and ensure
co-ordination where more than one audit firm is involved;
- To provide a line of communication between the Board and the external auditors;
- To review the quarterly and year-end financial statements of the Group and Company, focusing particularly on: -
• any change in accounting policies and practices;
• significant adjustments arising from the audit;
• litigation that could affect the results materially;
• the going concern assumption; and
• compliance with accounting standards and other legal requirements.
- To discuss problems and reservations arising from the interim and final audits, and any matter the external auditor may wish
to discuss (in the absence of management where necessary);
- To review the external auditor’s management letter and management’s response;
- To do the following, in relation to the internal audit function:-
• mandate the internal audit function to report directly to the Audit Committee;
• review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it
has the necessary independence and authority to carry out its work, which should be performed professionally and
with impartiality and proficiency;
• review the internal audit programme and results of the internal audit process and, where necessary, ensure that
appropriate actions are taken on the recommendations of the internal audit function;
• review any appraisal or assessment of the performance of members of the internal audit function;
• approve any appointment or termination of senior staff members of the internal audit function;
• take cognisance of resignations of internal audit staff and provide the staff an opportunity to submit reasons for
resigning; and
• ensure information pertaining to the internal audit function are disclosed in the annual reports of the Company.
- Review the adequacy and integrity of the Company’s system of internal controls and management information systems,
including systems to ensure compliance with applicable laws, regulations, rules, directives and guidelines;
- To consider any related party transactions within the Company or Group;
- To consider compliance with the Company’s conflict of interest and insider trading policies;
- To consider the major findings of internal investigations and management’s response;
- To consider any other matters as directed by the Board;
- To review the risk management framework of the Group and Company to ensure the existence of effective risk management
policies to monitor and manage all financial and non-financial risks; and
- To review the Company’s procedures for detecting fraud and whistle blowing and ensure that arrangements are in place by
which staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting, financial control
or any other matters (in compliance with provisions made in the Companies Act, 1965).
C. Authority and powers of the Audit Committee
In carrying out its duties, an Audit Committee shall, at the cost of the Company,
- have authority to investigate any matter within its terms of reference;
- have full, free and unrestricted access to the Group and Company’s records, properties, personnel and other resources;
- have full and unrestricted access to any information regarding the Group and Company;
- have direct communication channels with the external auditors and person(s) carrying out the internal audit function;
- be able to obtain independent professional or other advice; and
- convene meetings with the external auditors, internal auditors or both, excluding the attendance of other directors and
employees of the Company, whenever deemed necessary.
Where the Audit Committee is of the view that a matter reported by it to the Board of directors has not been satisfactorily resolved
resulting in a breach of the MMLR of Bursa Malaysia, the audit committee is authorised to promptly report such matters to the Exchange.