Utusan Melayu (Malaysia) Bhd - Announcements

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
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