Composition and Meetings
In 2015, the Board Audit Committee (BAC), met six times on 21 January 2015, 23 February 2015, 19 May 2015, 19 August 2015, 11 September 2015 and 26
November 2015. The composition and the attendance record of the BAC members are listed below.
Name of Director
Status of Directorship/Qualifications
No. of Meetings Attended
David Lau Nai Pek (Chaiman of BAC)
Independent Non-Executive Director
6 out of 6
Datuk Azzat Kamaludin
Senior Independent Non-Executive Director
6 out of 6
Juan Villalonga Navarro
Independent Non-Executive Director
3 out of 6
Kenneth Shen
Non-Independent Non-Executive Director
6 out of 6
Financial Literacy
The BAC is chaired by David Lau Nai Pek, who has more than 30 years’
experience with the Royal Dutch Shell Group, leading financial organisations
in various countries. David is also a member of the Malaysian Institute of
Accountants and a member of the New Zealand Institute of Chartered
Accountants.
Datuk Azzat Kamaludin has spent many years in the BACs and Boards of
major companies in Malaysia and internationally.
Juan Villalonga was Chairman and Chief Executive Officer of a major
telecommunications services provider in Spain. He was also a former Chief
Executive Officer of major banking institutions in Spain.
Kenneth Shen has more than 25 years’ experience in global investment,
corporate finance, and mergers and acquisition gained in New York, Hong
Kong, Qatar and Malaysia.
Group Internal Audit
The internal audit function is under the purview of AGIA and headed by the
Group Chief Internal Auditor (GCIA), who is independent and reports directly
to the BAC.
The internal audit reporting structure within the Group has been organised
whereby the audit department of the OpCos report directly to the BAC of
the respective OpCo with a dotted reporting line to the GCIA. AGIA has
direct control and supervision over internal audit activities in OpCos that do
not have an audit function. The GCIA also acts as the secretary to the BAC.
AGIA provides independent, objective assurance on areas of operations
reviewed, and makes recommendations based on best practices that will
improve and add value to the Group. AGIA identifies, coordinates and
conducts global audits that are carried out throughout the Group and also
provides standards, policies, guidelines and advice to the OpCos’ audit
function to standardise the internal audit activities within the Group.
AGIA adopts a systematic and disciplined approach to evaluate the
adequacy and effectiveness of risk management, financial, operational,
compliance and governance processes. Structured risk-based and strategic-
based approaches are adopted in identifying internal audit activities that are
aligned with the Group’s strategic plans to ensure that the risks facing the
Group are adequately reviewed.
In addition, international standards and best practices are adopted to further
enhance the relevancy and effectiveness of the internal audit activities.
The areas of coverage include finance, sales, marketing, information and
technology, billing, network, corporate governance, human resources,
customer service and procurement. The audit reports of these assignments
provide independent and objective assessment of the following:
•
the adequacy, effectiveness and efficiency of the internal control
systems to manage operations and safeguard the Group’s assets and
shareholders’ value; and
•
the adequacy and effectiveness of the risk management operations,
governance and compliance functions to identify, manage and address
potential risks facing the Group.
The internal audit reports are issued to management for their comments
and to agree on action plans with deadlines to complete the necessary
preventive and corrective actions. The reports are tabled at each OpCo’s
BAC and the summary of the key findings to the BAC for due deliberation
to ensure that management undertakes to carry out the agreed remedial
actions. Members of management are invited to the BAC meetings from
time to time, especially when major control weaknesses are uncovered by
Internal Audit.
Key audits that were completed in 2015 include:
•
Procurement Management
•
Mobile Money Process and Compliance Management
•
Information Security Management
•
Network Project Management
•
Customer Service Management
The total cost incurred by AGIA last year, inclusive of all OpCos, was RM12.7
million.
BOARD AUDIT
COMMITTEE REPORT
axiata group berhad | annual report 2015
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