Utusan Melayu (Malaysia) Bhd - Announcements
Utusan Melayu (Malaysia) Bhd - Announcements
Utusan Melayu (Malaysia) Bhd - Announcements
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AUTHORITY<br />
The Committee is authorised by the Board of Directors to:a.<br />
investigate any activity within its terms of reference;<br />
b. seek any information it requires from any employee and all employees are directed to co-operate with any<br />
request made by the Committee;<br />
c. obtain external legal or other independent professional advice and to secure the attendance of outsiders with<br />
relevant experience and expertise if it deems fit.<br />
FUNCTIONS AND DUTIES<br />
The duties of the Committee shall be:a.<br />
to consider and recommend the appointment of the External Auditors, the audit fee, and any questions of<br />
resignation or dismissal;<br />
b. to discuss with the External Auditors before the audit commences, the nature and scope of the audit, and<br />
ensure co-ordination where more than one audit firm is involved;<br />
c. to review the half-year and annual financial statements before submission to the Board, focussing particularly on:-<br />
– any changes in accounting policies and practices<br />
– major judgemental areas<br />
– significant adjustments resulting from the audit<br />
– the going concern assumption<br />
– compliance with accounting standards<br />
– compliance with stock exchange and legal requirements;<br />
d. to review any related party transactions within the Company or Group and any other major transactions outside<br />
the normal course of business of the Company and Group;<br />
e. to discuss problems and reservations arising from the statutory audits, and any matters the Auditor may wish<br />
to discuss (in the absence of Management or Group Executive Director where/when necessary);<br />
f. to approve the Group Internal Audit Charter and ensure that the internal audit function is adequately resourced<br />
and has appropriate standing in the Group;<br />
g. to approve the appointment of the Head of the Internal Audit Department;<br />
h. to review the internal audit programme, consider the major findings of internal audit investigations and<br />
Management’s response;<br />
i. to keep under review the effectiveness of internal control systems and in particular review the External Auditors’<br />
Management Letter and Management’s response;<br />
j. to review and ensure the co-ordination of audit approach between the External and Internal Auditors; and<br />
k. to consider other topics as defined.<br />
MEETINGS<br />
a. Meetings shall be held not less than two (2) times a year.<br />
b. Upon the request of any member of the Committee, the Head of the Internal Audit or the External Auditors,<br />
the Chairman of the Committee shall convene a meeting of the Committee to consider any matters arising.<br />
c. The quorum for a meeting of the Committee shall be two (2) members. In the absence of the Chairman, the<br />
members present shall elect a Chairman for the meeting from amongst the members present.<br />
d. The meetings of the Committee shall be governed by the provisions contained in the Memorandum and Articles<br />
of Association of <strong>Utusan</strong> <strong>Melayu</strong> (<strong>Malaysia</strong>) Berhad for regulating the meetings and proceedings of Directors.<br />
e. Directors of the Board who are not members of the Committee may also attend the meetings of the<br />
Committee, but they shall not have any voting rights.<br />
f. The meetings of the Committee shall normally be attended by the Head of the Internal Audit and the<br />
Management of <strong>Utusan</strong> <strong>Melayu</strong> (<strong>Malaysia</strong>) Berhad, if required, shall be represented by the Executive Chairman<br />
and the Group Executive Director.<br />
g. The Committee shall meet the External Auditors at least twice a year. At least once a year the Committee shall<br />
meet the External Auditors without the Management or the Group Executive Director present.<br />
h. The Company Secretary or the Internal Auditor shall be appointed as the Secretary of the Committee who<br />
shall circulate the minutes of meeting of the Committee to all members of the Board.<br />
<strong>Utusan</strong> <strong>Melayu</strong> (<strong>Malaysia</strong>) Berhad<br />
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