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