An independent Audit Committee is a fundamental component of good corporate governance.
The Audit Committee is established by the Board as a sub-committee and its powers are delegated by the Board. The Board retains responsibility for decisions, performance and outcomes of the Audit Committee and does continually monitor the Audit Committee’s activities.
The roles, composition and necessary powers and responsibilities of the Audit Committee would be set out in its Terms of Reference.
The Audit Committee has the principal objective of assisting the Board of Directors of the Company and its subsidiaries to fulfill its oversight responsibilities in areas such as financial reporting, internal control systems, risk management systems, corporate governance, business and public accountability and, last but not least, the internal and external audit functions.
Meetings shall be held once every quarter. The Chairman shall call a meeting of the Committee if requested to do so by any Committee member, the management or the internal or external auditors. The quorum of the meeting shall be two members, the majority of whom must be independent.
The Finance Manager, Internal Auditor and representative of the External Auditors should normally attend meetings. The Audit Committee may invite any person to be in attendance to assist in its deliberation.
The Company Secretary shall be the Secretary to the Audit Committee.
The Audit Committee is authorized by the Board to investigate any activity within the Committee’s terms of reference. It shall have full and unrestricted access to any information pertaining to the Company or the Group.
The Committee shall have direct communication channels with both the External Auditors and Internal Audit Team. The Committee shall also have the right to obtain outside legal or other independent professional advice and to convene meetings with the External Auditors, the Internal Auditors or both, excluding the attendance of the other directors and employees of the Company, whenever deemed necessary.