2.3 All members of the BAC, including the Chairman, will hold office
only so long as they remain as Non-Executive Directors of Axiata.
2.4 The members of the BAC shall elect a Chairman among
themselves who shall be an Independent Non-Executive Director.
2.5 Members of the BAC may relinquish their membership in the
BAC with prior written notice to the Company Secretary and
may continue to serve as Director of Axiata. In the event of any
vacancy in the BAC, Axiata must fill the vacancy within 3 months
to ensure compliance with Bursa Malaysia Securities Berhad
(“Bursa”) requirements.
2.6 All members of the BAC should be financially literate and must
be able to read, analyse, interpret and understand financial
statements. They must also possess sound judgement, objectivity,
integrity and sufficient management experience and knowledge
of the industry.
2.7 A member of the BAC shall excuse himself/herself from the
meeting during discussions or deliberations of any matter which
gives rise to an actual or perceived conflict of interest situation for
him.
2.8 At least one member of the BAC must be a member of the
Malaysian Institute of Accountants (MIA); or shall fulfil such other
requirements as prescribed in the Listing Requirements of Bursa
Malaysia.
3.0 AUTHORITY
3.1 The BAC is authorised by the Board and at the expense of the
Axiata Group to perform the following:
i)
Investigate any matter within its terms of reference.
ii) Have the resources which are required to perform its duties
as set out in the terms of reference.
iii) Have full and unrestricted access to any of the Axiata’s
Group and any other companies within the Axiata Group
information, records, properties and personnel.
iv) Obtain external independent professional advice where
necessary.
v) Convene meetings with external auditors, internal auditors
without the attendance of any directors and employees of
the Axiata Group whenever deemed necessary.
vi) Have immediate access to reports on fraud or irregularities
from the Internal Audit function of Axiata Group or those
reports referred to Internal Audit function of Axiata Group
by the management. Any unresolved matters resulting in
breach of any regulatory requirements shall be reported to
the Board.
There are a total of 53 internal auditors across the Group whilst AGIA
at Corporate Centre has five approved headcount and operates on a
resource sharing basis with other OpCos’ Internal Audit Divisions. All the
internal auditors have tertiary qualifications and the level of expertise and
professionalism within AGIA at the end of 2015 is as follows:
Expertise Category
Percentage of total auditors
Finance
40%
IT/MIS
20%
Network/Engineering
20%
Marketing
20%
Professional Category Percentage
of total auditors
Professional Category
Percentage of total auditors
Professional Certification
• CPA, ACCA, CA, CIMA
40%
• Internship – CIA/CISA
60%
• Institute of Internal Auditors
Membership
60%
Post Graduate
• MBA and Masters
60%
APPENDIX 1
Terms of Reference - Key Summary
In performing its duties and discharging its responsibilities, the BAC is guided
by the ToR. The key roles from the ToR are summarised below:
1.0 PURPOSE
1.1 The Board Audit Committee (“BAC”) is established as a
committee of the Axiata Group Berhad (“Axiata”) Board of
Directors (“Board”) to assist the Board in fulfilling its statutory
and fiduciary responsibilities. The BAC will review the financial
statements and financial reporting process, the system of internal
controls, management of enterprise risk, the audit process and
the process for monitoring compliance with law and regulations
including Bursa Malaysia requirements and the company’s Code
of Conduct.
2.0 COMPOSITION AND APPOINTMENT
2.1 The BAC members shall be appointed by the Directors from
amongst their members and shall compose of no fewer than 3
members, all of whom shall be Non-Executive Directors and
a majority shall be Independent Non-Executive Directors. No
alternate director shall be appointed as a member of the BAC.
2.2 The members of the BAC shall be nominated by Axiata’s Board
Nomination Committee (“BNC”) and shall be appointed by
resolution of the Board.
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