The following are the main duties and responsibilities of the Audit Committee: -
|a.||To review with external auditors, their audit plan, scope and nature of the audit;|
|b.||To review with external auditors, their audit report and audit findings and Management's response including the status of previous audit recommendations.
|c.||To recommend the nomination of a person or persons as external auditors;|
|d.||To consider the appointment of external auditors, their audit fee and any question of their resignation or dismissal and to make recommendations to the Board.|
|e.||Assess the qualification, expertise, resources, effectiveness, suitability and independence of the external auditors.|
|f.||Monitor the effectiveness of the external auditors' performance and their independence and objectivity.|
|g.||Review the assistance given by the Group's officers to the external auditors and any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information.|
|h.||To approve the provision of non-audit services by the external auditors, evaluating whether such non-audit services would impair their independence.
|i.||To ensure that there are proper checks and balances in place so that the provision of non-audit services does not interfere with the exercise of independent judgment of the auditors|
|j.||To meet with the external auditors at least once a year without the presence of the management to discuss any key concerns and obtain feedbacks.|
|k.||To ensure that the financial statements are prepared in a timely and accurate manner with frequent reviews of the adequacy of provisions for loan impairments and values ascribed to financial instruments.|
To review the Group's quarterly financial statements and reports, the Group's and Company's audited annual financial statements before submission to the Board of Directors for approval, focusing on: -
|i.||Changes in or implementation of major accounting policy changes;|
|ii.||Significant matters highlighted including financial reporting issues, significant judgments made by management, significant and unusual events or transactions, and how these matters are addressed; and
|iii.||Compliance with accounting standards and other legal requirements.|
|4.3.||Related party transaction
Review any related party transactions and conflict of interest situation that may arise within the Company or Group including any transaction, procedures or course of conduct that raises questions on Management's integrity;
To establish an internal audit function and identify a Head of Internal Audit who reports directly to the Audit Committee. The Head of Internal Audit will be responsible for the regular review and /or appraisal of the effectiveness of the risk management, internal control and governance processes within the Company and the Group;
To do the following, in relation to the internal audit functions: -
|a)||Review the adequacy of the scope, functions, resources and competency of the Internal Audit Division and that it has the necessary authority to carry out its duties;|
|b)||Review the internal audit programme, processes, results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendation of the Internal Audit Division.
|c)||To perform the appointment, transfer or removal of the Head of Internal Audit. The appraisal of the Head of Internal Audit would be evaluated and moderated by the Chairman of the Audit Committee;|
|d)||To evaluate and review or assessment the performance and decide on remuneration package of internal auditors.|
|e)||Approve any appointment or termination of senior staff members of the internal audit function;|
|f)||Take cognisance of resignations of senior internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.|
|g)||Ensure that the internal audit function is adequately resourced and staffed with competent and well trained officers.|
|h)||Ensure the independence of the internal audit function.|
|i)||On a regular basis, meet separately with the Head of Internal Audit to discuss any matters that the committee or internal audit believes should be discussed privately.|
|j)||To ensure the internal audit function is well placed to undertake review or investigation on behalf of the AC, thus internal auditors should have an appropriate standing within the institution and be placed under the direct authority and supervision of the AC.|
|k)||Review the effectiveness of the infrastructure for ensuring Shariah compliance.|
|l)||Exercise direct authority and supervision over the functions of the Internal Audit Division and review its effectiveness and compliance with "BNM Guidelines on Internal Audit Function" requirement.|
To review, evaluate and endorse all debts writing off.
|a)||To undertake any other activities as authorised by the Board of Directors.|
|b)||To review operational policies and processes of the Group and to formulate new ones where appropriate with a view to improve efficiency, cost effectiveness and control over the resources of the Group.
The committee is entitled to and required to attend structured training programmes organised for independent directors to enable them to better fulfil their responsibilities.