Utusan Melayu (Malaysia) Bhd - Announcements

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Audit C OMMITTEE TERMS OF REFERENCE OF THE AUDIT COMMITTEE Members of the Committee Designation in the Company YBhg Tan Sri Dato’ Seri Utama Abdul Samad Idris Chairman Director – Independent Non-Executive YBhg Dato’ Hj Nasir Hj Mat Piah Director – Independent Non-Executive YM Raja Ahmad Aminollah Raja Abdullah Director – Independent Non-Executive YB Datuk Ruhanie Hj Ahmad Director – Independent Non-Executive 12 Utusan Melayu (Malaysia) Berhad Secretaries of the committee Cik Sharina Saidon Company Secretary Encik Zulkifli Basharuddin Internal Audit Manager CONSTITUTION The Board of Directors of Utusan Melayu (Malaysia) Berhad had on 14 January 1994 established a Committee of the Board to be known as the Audit Committee. The authority, functions and duties of the Committee shall extend to Utusan Melayu (Malaysia) Berhad and all its subsidiaries (collectively hereinafter referred to as “the Group”). OBJECTIVES The Audit Committee has been formed with the following objectives in view:a. Ensure openness, integrity and accountability in the Group’s activities so as to safeguard the rights and interests of the shareholders. b. Provide assistance to the Board in fulfilling its fiduciary responsibilities as they relate to the Group’s management and internal controls, accounting policies and financial reporting. c. Improve the Group’s business efficiency, the quality of the accounting and audit functions and strengthening the public’s confidence in the Group’s reported results. d. Provide by way of regular meetings, a direct line of communication between the Board and the External and Internal Auditors. e. Enhance the independence of the external and internal audit functions. f. Create a climate of discipline and control which will reduce the opportunity for fraud. MEMBERSHIP The members of the Committee shall be appointed by the Board of Directors of Utusan Melayu (Malaysia) Berhad from among their number and shall comprise not fewer than three (3) members of whom a majority shall not be:a. Executive Directors of Utusan Melayu (Malaysia) Berhad, or any related corporation; b. a spouse, parent, brother, sister, son or adopted son, daughter or adopted daughter of an Executive Director of Utusan Melayu (Malaysia) Berhad or any related corporation; c. a person having a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgement of the Audit Committee. The Chairman of the Audit Committee shall be elected by the Committee from among them who is not an Executive Director or employee of Utusan Melayu (Malaysia) Berhad or any related corporation.
AUTHORITY The Committee is authorised by the Board of Directors to:a. investigate any activity within its terms of reference; b. seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee; c. obtain external legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it deems fit. FUNCTIONS AND DUTIES The duties of the Committee shall be:a. to consider and recommend the appointment of the External Auditors, the audit fee, and any questions of resignation or dismissal; b. to discuss with the External Auditors before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved; c. to review the half-year and annual financial statements before submission to the Board, focussing particularly on:- – any changes in accounting policies and practices – major judgemental areas – significant adjustments resulting from the audit – the going concern assumption – compliance with accounting standards – compliance with stock exchange and legal requirements; d. to review any related party transactions within the Company or Group and any other major transactions outside the normal course of business of the Company and Group; e. to discuss problems and reservations arising from the statutory audits, and any matters the Auditor may wish to discuss (in the absence of Management or Group Executive Director where/when necessary); f. to approve the Group Internal Audit Charter and ensure that the internal audit function is adequately resourced and has appropriate standing in the Group; g. to approve the appointment of the Head of the Internal Audit Department; h. to review the internal audit programme, consider the major findings of internal audit investigations and Management’s response; i. to keep under review the effectiveness of internal control systems and in particular review the External Auditors’ Management Letter and Management’s response; j. to review and ensure the co-ordination of audit approach between the External and Internal Auditors; and k. to consider other topics as defined. MEETINGS a. Meetings shall be held not less than two (2) times a year. b. Upon the request of any member of the Committee, the Head of the Internal Audit or the External Auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider any matters arising. c. The quorum for a meeting of the Committee shall be two (2) members. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present. d. The meetings of the Committee shall be governed by the provisions contained in the Memorandum and Articles of Association of Utusan Melayu (Malaysia) Berhad for regulating the meetings and proceedings of Directors. e. Directors of the Board who are not members of the Committee may also attend the meetings of the Committee, but they shall not have any voting rights. f. The meetings of the Committee shall normally be attended by the Head of the Internal Audit and the Management of Utusan Melayu (Malaysia) Berhad, if required, shall be represented by the Executive Chairman and the Group Executive Director. g. The Committee shall meet the External Auditors at least twice a year. At least once a year the Committee shall meet the External Auditors without the Management or the Group Executive Director present. h. The Company Secretary or the Internal Auditor shall be appointed as the Secretary of the Committee who shall circulate the minutes of meeting of the Committee to all members of the Board. Utusan Melayu (Malaysia) Berhad 13
Page 1 and 2: UTUSAN MELAYU (MALAYSIA) BERHAD 717
Page 3 and 4: C o r p o r a t e M i s s i o n •
Page 5: 8. To transact any other ordinary b
Page 8 and 9: Corporate I NFORMATION BOARD OF DIR
Page 10 and 11: Senior M ANAGEMENT Tan Sri Kamarul
Page 13: Royal Code Of Conduct The Taj al-Sa
Page 17: CONSOLIDATED PROFIT AND LOSS ACCOUN
Page 20 and 21: Chairman’s S TATEMENT Dear Shareh
Page 22 and 23: Chairman’s S TATEMENT Our Adverti
Page 24 and 25: Chairman’s S TATEMENT A new chapt
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Page 28 and 29: Corporate C ALENDAR 1 4 February 19
Page 31 and 32: Sentiments and Sensitivity of Love
Page 33 and 34: Directors’ R EPORT for the year e
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Notes T O T HE A CCOUNTS for the ye
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Notes T O T HE A CCOUNTS for the ye
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List O F P ROPERTIES as at 31 Decem
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List O F P ROPERTIES as at 31 Decem
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I/We of being a member/members of U
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Azizi Meor Ngah 36, Jalan Jelutong
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Utusan Melayu (Malaysia) Bhd - Announcements

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