Summary of the BAC’s Key Activities in 2015
During the FY15, the Board Audit Committee (BAC) discharged its functions
and carried out its duties as set out in the Terms of Reference (ToR). Key
activities undertaken by the BAC include the following:
Risks and Controls
•
The Group’s major business risks and remedial actions were reported
and deliberated at the BAC each quarter; a summary of which was
reported to the Board.
•
Four (4) Group Risk Management Committee meetings were held with
the Senior Leadership Team (SLT). The Group’s risks were assessed from
various control perspectives that included preventive and detective
controls.
•
In 2015, as per the previous years, all OpCos have been asked to
assume the worst case scenarios and develop the necessary mitigation
plans. A summary of the OpCos’ top risks arising from this exercise was
then tested against the Group’s risk profile.
•
Reviewed the Group Limits of Authority and Treasury Policy across the
Group and to establish a list of approved banks into which OpCo is
allowed to place funds.
•
Reviewed special project in Robi Axiata Limited on use of the proceeds
from debt investment/funding proposal of up to USD100 million from
International Financial Corporation to finance part of the Company’s
capital expenditure programme.
•
Reviewed special project on XL’s right issuance proposed to the Board
to support its debt reduction plan and fund capex requirement in the
short and medium term.
•
Commissioned a regular reporting on amount spent on new start-ups
by comparing the plan against the actual results by project for Axiata
Digital Services.
•
Reviewed the gap analysis on SAP process within the OpCos and a
standarisation project has been initiated by Deloitte together with
Axiata Head of ERP Financial System.
•
In terms of cyber security, Security Operations Center was set up to
be centrally driven across the Group and to implement the IT security
policy across the Group without any exceptions.
BOARD AUDIT
COMMITTEE REPORT
•
Continuous effort by Celcom in reviewing the implementation of the
IT Transformation project, including the status of sunset systems;
together with the associated lessons learnt.
•
Axiata BAC Chairmen forumwas conducted on 13 April 2015 prioritising
risks and action plans. The top 3 priorities were capex efficiency, cyber
threat and revenue assurance.
•
BAC Accounting Workshop by PwC was conducted on 12 October
2015 for all BAC Chairmen, Axiata BAC members and all CFOs of the
Group on the latest updates of accounting standards with specific
impact on telecommunications industry.
•
108 internal audit reviews were completed across the Group.
Other recurring works include:
•
Reviewed and recommended the Statement on Corporate Governance,
Statement on Internal Control and BAC Report to the Board for
approval.
•
Reviewed on a quarterly basis the related party transactions entered
into by Axiata pursuant to the shareholders mandate on RRPT
procured at the 23
rd
AGM of the Company held on 20 May 2015 and
the reporting of these transactions in the 2015 Annual Report.
•
Verified the allocation of 3,934,200 share options or share awards
given to the Group’s eligible employees in accordance with the
Performance-Based ESOS and Share Scheme for FY15. The BAC was
satisfied that the allocation of the said share options or share awards
was in compliance with the criteria set out in the ESOS Bye-Laws and
Share Scheme Committee.
•
Held three private meetings with the external auditors on 23 February
2015, 19 August 2015 and 26 November 2015 without the presence of
management and Internal Audit.
•
Reviewed five business control incidents and identified cases of control
weaknesses including fraud for sharing of lessons learnt within the
Group to avoid similar incidents.
•
Acknowledged, reviewed and investigated 50 defalcation cases across
the Group.
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