x) Where there is an audit assignment initiated by Axiata
Group Internal Audit that have a bearing upon all subsidiaries
or that the subsidiaries’ financial results will affect the audit
opinion of Axiata Group, the respective subsidiaries internal
audit office shall adhere to the request and include such
audit assignment in its respective audit plan.
4.4 Company Oversight
i)
Review the adequacy and effectiveness of Axiata Group’s risk
management, internal controls and governance systems, including
information technology and network controls as well as systems
for compliance with applicable laws. This includes overseeing the
company’s proper and early identification of risks, and ensure
proper actions taken to address or mitigate these risks.
ii) Consider major findings of internal investigations and
management’s response.
iii) Review management’s monitoring of compliance with the
Company’s code of business ethics.
iv) Monitor the process for dealing with complaints received by
Axiata Group regarding questionable accounting, auditing
issues or internal control matters or any other matters either by
anonymous submission or otherwise.
v) Consider and review any significant transactions, which are
not within the normal course of business and any related party
transactions and conflict of interest situation that may arise within
Axiata Group including any transaction, procedure or course of
conduct that raises questions of management integrity and
report the same to the Board.
vi) Verify the allocation of share options given to the Axiata Group’s
eligible employees is in accordance with the criteria for the
employees share option scheme and the Bursa Securities Listing
Requirements at the end of each financial year.
vii) Report promptly to Bursa Securities any matter which results in
a breach of the Bursa Securities Listing Requirements if it has not
been satisfactorily resolved.
4.5 Related Party Transactions
Review and report to the Board any related party transactions
entered into by the Axiata Group, including the review and monitoring
of recurrent related party transactions to ensure that:
i)
All transactions are fair, reasonable and undertaken on the Group’s
normal commercial terms
ii) Internal control procedure with regard to such transactions are
sufficient and have been complied with
iii) Compliance with the relevant provisions of the Bursa Securities
Listing requirements
(For details of the ToR, please refer to our website)
ii) Review, challenge and approve the internal audit plan
including its adequacy of scope, resources, independence
and its audit methodology with the objective of ensuring its
robustness and that it is reflective of the key risks of Axiata
Group.
iii) Review the internal audit reports, discuss major findings
and Management’s response and ensure appropriate action
is taken on the recommendations on a timely basis. The
internal audits should also include recommendations for
continuous improvement to achieve the objectives of the
company.
iv) Assess the performance of the CIA and the staff of the
Internal Audit function including the role and effectiveness of
Internal Audit. The CIA is expected to :
a) Anticipate the needs of the stakeholders with the fast
changing business environment
b) Understand the risk profile of the company and
contribute towards the identification of emerging risks
including providing early warning to the BAC
v) The CIA shall report directly to the BAC and shall be
responsible for the regular review and appraisal of the
effectiveness of the risk management, internal control and
governance processes within Axiata Group.
vi) The Head of Internal Audit at subsidiary to report functionally
to the subsidiary BAC and dotted line to the Axiata CIA for
the purposes of standardizing the operations of internal
audit in Axiata and its subsidiaries by furnishing reports to
Axiata CIA in relation to matters including but not limited
to major control issues, audit reports, quarterly reports, and
report to Axiata BAC and Minutes of subsidiary BAC.
vii) Approve the appointment or termination of CIA and the
senior staff members of the internal audit function of Axiata
Group. The BAC shall be informed of resignation of CIA,
Head of Internal Audit at subsidiary and Internal Audit staff
and provide them an opportunity to submit his/her reasons
for resigning.
viii) The tenure of the CIA and Head of Internal Audit at
subsidiary is recommended not to exceed 6 years within
1 assignment to ensure that the Internal Audit department
is resourced with those who have strong and up to date
finance/commercial/technical experience with a proven
performance track record.
ix) Review the Internal Audit function to determine whether its
activities are performed independently, proficiently and with
due professional care. The Board or the BAC is to determine
the remit of the Internal Audit function.
axiata group berhad | annual report 2015
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