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AUDIT COMMITTEE REPORT
1. COMPOSITION AND ATTENDANCE
For the financial year ended 31 December 2012, the Audit Committee comprised of three
Directors, all of whom are also members of the Board of KPJ Healthcare Berhad.
The composition of the Audit Committee and the record of their attendance are as follows:
Members/Status of directorship
No of meetings
attended
(%)
Zainah Mustafa
Chairman/Independent Non-Executive Director
4 out of 4
100
Datuk Azzat Kamaludin
Member/Independent Non-Executive Director
4 out of 4
100
Datuk Dr Hussein Awang
Member/Independent Non-Executive Director
4 out of 4
100
2. TERMS OF REFERENCE
Purpose
a) To ensure transparency, integrity and accountability in the Group’s activities so as to
safeguard the rights and interests of the shareholders;
b) To provide assistance to the Board in fulfilling its fiduciary responsibilities relating to
corporate accounting and reporting practices;
c) To improve the Group’s business efficiency, the quality of the accounting and audit
function and strengthen public confidence in the Group’s reported financial results; and
d) To maintain open lines of communication between the Board and the External and
Internal Auditors.
Membership
a) The members of the Committee shall be appointed by the Board, amongst its Directors
which fulfils the following requirements:
i) the Committee must be comprised not less than three (3) members;
ii) all members must be Non-Executive Directors, with a majority of them being
independent directors; and
iii) all members should be financially literate and at least one (1) must be a member
of the Malaysian Institute of Accountants (MIA) or have the relevant qualifications
and experience as specified in the Bursa Malaysia Securities Berhad (“Bursa
Securities”) Main Market Listing Requirements.
b) The Chairman of the Committee, elected from amongst the Audit Committee
members, shall be approved by the Board and shall be an Independent Director.
c) No alternate Director of the Board shall be appointed as a member of the Committee.
d) The term of office and performance of the Committee members are reviewed by the
Board yearly and may be re-nominated and appointed by the Board.
Reporting Responsibilities
The Committee will report to the Board on the nature and extent of the functions performed
by it and may take such recommendations to the Board on any audit and financial reporting
matters as it may think fit.
Meetings
A minimum of four (4) meetings a year
shall be planned, although additional
meetings may be called at any time at the
Chairman’s discretion.
A total of five (5) meetings were held on
13 February 2012, 25 April 2012, 21 May
2012, 13 August 2012 and 19 November
2012 respectively.
All the Audit Committee members are
Independent Non-Executive Directors. The
Chairman of the Audit Committee, Zainah
Mustafa is a member of the Malaysian
Institute of Accountants (MIA). This meets
the requirement of Section 15.09 (1) of
the Bursa Malaysia Securities Berhad’s
Main Market Listing Requirements which
stipulates at least one qualified accountant
as a member of the Committee.
Subsequent to each meeting, the Audit
Committee Chairman submits a report
on matters deliberated to the Board of
Directors for their information and attention.
The Management would implement the
decisions made and corrective actions
required.
The Committee shall meet a minimum of
twice a year with the External Auditors in
separate sessions without the presence of
executive Board members or management
of the Company. In year 2012, the External
Auditors attended two out of five meetings
which were held on 13 February 2012 and
19 November 2012. Separate sessions
were also conducted on 13 February 2012
and 14 February 2013.
The Managing Director, Chief Operating
Officer, Chief Financial Officer, senior
management team, Executive Directors
of the hospitals as well as the Head of
Internal Audit and representatives of the
External Auditors shall normally attend the
meetings. Other directors and employees
of the Company and/ or Group may attend
any particular meeting upon invitation
where appropriate. The Company Secretary
shall be the secretary of the meeting.
Annual Report
2012
KPJ Healthcare Berhad