Download (PDF) - ChartNexus

More documents

Recommendations

Info

AUDIT COMMITEE REPORT (CONT’D) B. Roles and responsibility Masterskill Education Group Berhad / Annual Report 2012 33 - 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.
Masterskill Education Group Berhad / Annual Report 2012 34 AUDIT COMMITEE REPORT (CONT’D) D. meetings a) The Audit Committee shall meet at least four (4) times a year and such additional meetings as the Chairman shall decide. b) The quorum for an Audit Committee Meeting shall be at least two (2) members. The majority present must be Independent Directors. c) The External Auditor has the right to appear and be heard at any meeting of the Audit Committee and shall appear before the Audit Committee when required to do so. d) The Chief Financial Officer and the Head of Internal Audit of the Group and Company shall normally attend the meetings to assist in the deliberations and resolution of matters raised. However, at least twice a year, the Audit Committee shall meet with the External Auditors without the presence of management. e) The Company Secretary shall act as Secretary of the Audit Committee and shall be responsible, with the concurrence of the Chairman, for drawing up and circulating the agenda and the notice of meetings together with the supporting explanatory documentation to members prior to each meeting. f) The Secretary of the Audit Committee shall be entrusted to record all proceedings and minutes of all meetings of the Audit Committee. g) In addition to the availability of detailed minutes of the Audit Committee Meetings to all Board members, the Audit Committee at each Board Meeting will report a summary of significant matters resolutions. INTERNAl AuDIT FuNCTION The Group has appointed a well established external Internal Audit firm, which reports to the Audit Committee and assists the Audit Committee in reviewing the effectiveness of the internal control systems whilst ensuring that there is an appropriate balance of controls and risks management throughout the Group in achieving its business objectives. Internal audit provides independent assessment on the effectiveness and efficiency of internal controls utilising a global audit methodology and tool to support the corporate governance framework and an efficient and effective risk management framework to provide assurance to the Audit Committee. The internal audit reviews were conducted in accordance with the internal audit plan approved by the Audit Committee. The scope of internal audit covers the audits of all units and operations, including subsidiaries as stated in the letter of engagement. Subsequent to the financial year ended 31 December 2012, the results of the Internal Audit reviews were presented to the Audit Committee. In 2012, the Group paid a total fee of RM80,000 for services rendered in respect of internal audit. SummARy OF ACTIvITIES OF THE AuDIT COmmITTEE The main activities undertaken by the Audit Committee during the financial year ended 31 December 2012 included the following:- a) Reviewed the quarterly unaudited financial and annual audited financial statements of the Group and the Company including the announcements pertaining thereto, before recommending to the Board for their approval and release of the Group’s results to Bursa Malaysia. b) Reviewed with external auditors on their audit planning memorandum on the statutory audit of the Group for the financial year ended 31 December 2012. c) Reviewed and discussed with the external auditors of their audit findings inclusive of system evaluation, audit fees, issues raised and management letter together with management’s response. d) Reviewed the internal audit plan; e) Reviewed the internal audit reports presented and considered the findings of internal audit through the review of the internal audit reports tabled and management responses thereof; f) Reviewed the effectiveness of the Group’s system of internal control; g) Reviewed related party transactions and conflict of interest situation that may arise within the Company or the Group; h) Reviewed the Company’s compliance with the MMLR of Bursa Malaysia, applicable Approved Accounting Standards and other relevant legal and regulatory requirements; and i) Report to the Board on its activities and significant findings and results. This Audit Committee Report is made in accordance with the resolution of the Board of Directors dated 26 April 2013.
Page 1 and 2: EMBARKING ON NEW HORIZONS Masterski
Page 3 and 4: Masterskill Education Group Berhad
Page 33: Masterskill Education Group Berhad
Page 85 and 86:
Masterskill Education Group Berhad
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Fold this flap for sealing 2nd fold
show all

Download (PDF) - ChartNexus

Create successful ePaper yourself

Delete template?

Save as template?