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Audit Committee Terms of Reference 1. Objectives The primary function of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) in fulfilling the following oversight objectives on the activities of the Group: • Assess the Group’s processes relating to its governance, risk and control environment; • Oversee financial reporting; and • Evaluate the internal and external audit processes, including issues relating to the system of internal control, risk management and governance within the Group. The authority, functions and duties of the Committee shall be extended to Malaysia Smelting Corporation Berhad (the “Company”) and its subsidiary companies (the “Group”). 2. Composition The Board shall elect and appoint a Committee comprising at least three (3) Directors. All members of the Committee shall be Non-Executive Directors, with a majority independent. All members of the Committee shall be financially literate. The Board shall at all times ensure that at least one (1) member of the Committee: • must be a member of the Malaysian Institute of Accountants (“MIA”); or • if not a member of the MIA, the person must have at least three (3) years of working experience and: – the person must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or – the person must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act, 1967; or • must have at least there (3) years’ post qualification experience in accounting or finance: – has a degree/ master/ doctorate in accounting or finance; or – is a member of one (1) of the professional accountancy organisations which has been admitted as a full member of the International Federation of Accountants; or • must have at least seven (7) years’ experience being a chief financial officer of a corporation or having the function of being primarily responsible for the management of the financial affairs of a corporation; or • fulfils such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad (“Bursa Malaysia”). If a member of the Committee resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced to below three (3), the Board shall within three (3) months of the event appoint new members as may be required to fill the vacancy. The Chairman of the Committee shall be an Independent Non-Executive Director. No alternate Director of the Board shall be appointed as a member of the Committee. The Board shall review the terms of office and performance of the Committee and each of its members at least once (1) every three (3) years to determine whether the Committee and members have carried out their duties in accordance with their terms of reference. MALAYSIA SMELTING CORPORATION (43072-A) • ANNUAL REPORT 2011 59
Audit Committee (cont’d) 3. Quorum and Committee’s Procedures 60 Meetings shall be conducted at least four (4) times annually, with each meeting planned to coincide with key dates in the Group’s financial reporting cycle, or more frequently as circumstances dictate. The Chairman of the Committee shall engage continuously with Senior Management, such as the Group Chief Executive Officer, Group Chief Financial Officer, the Head of Internal Audit and the External Auditors in order to be kept informed of matters affecting the Group in a timely manner. In order to form a quorum for a meeting, the majority of members present must be Independent Non-Executive Directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present. The Company Secretary shall be appointed Secretary of the Committee (the “Secretary”). The Secretary, in conjunction with the Chairman, shall draw up agenda, which shall be circulated together with the relevant support papers, at least one (1) week prior to each meeting to members of the Committee. The Secretary shall be entrusted to record all proceedings and minutes of all meetings of the Committee and the circulation of the minutes to all Board members at each Board meeting. The Group Chief Executive Officer, Group Chief Financial Officer, Group Chief Operating Officer, the Head of Internal Audit and representatives of the External Auditors shall attend meetings upon invitation of the Committee. The Committee may, as and when deemed necessary, invite other Board members and Senior Management members to attend the meetings. The Committee shall meet at least twice (2) a year with the External Auditors without the presence of any executive Board member. In addition, Management, the Internal Auditor and the External Auditors may request for a private session with the Committee to discuss any matter of concern. Other Board members and employees may attend meetings upon the Committee’s invitation. 4. Authority The Committee is authorised to investigate any matters within its Terms of Reference and all employees are directed to cooperate with any requests made by the Committee. The Committee shall have full and unrestricted access to any information pertaining to the Group. The Committee shall have direct communication channels with the Internal and External Auditors and shall be able to convene meetings with the External Auditors, the Internal Auditors or both, excluding the attendance of other directors and employees, whenever deemed necessary. The Committee shall have the resources that are required to perform its duties. The Committee can obtain, at the expense of the Company, outside legal or other independent professional or other advice it considers necessary. Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa Malaysia, the Committee shall promptly report such matter to Bursa Malaysia. 5. Responsibilities and duties In fulfilling its primary objectives, the Committee shall undertake the following responsibilities and duties: • Review the Committee’s Terms of Reference as conditions dictate; • Review with the External Auditors, the audit scope and plan, including any changes to the planned scope of the audit plan; • Review the adequacy of the internal audit scope, functions, competency and resources of the Internal Audit function and that it has the necessary authority to carry out its work; • Review the internal audit programmes, processes, and reports to evaluate the findings of internal audit and to ensure that appropriate and prompt remedial action is taken by Management on the recommendations of the Internal Audit function; Building on Success: Developing Resources for the Future
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ANNUAL REPORT 2011 Building on Succ
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viSion To be a successful world-cla
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Corporate Profile Malaysia Smelting
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Corporate Profile (cont’d) For of
Page 9 and 10: Notice of Annual General Meeting NO
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Supplementary information 44. Break
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List of Properties of the Group 31
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Tin Statistics (cont’d) 178 Produ
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Shareholding Statistics as at 21 Ma
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Shareholding Statistics (cont’d)
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184 To: The Company Secretary MALAY
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