1.2 ATTENDANCE
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.
The quorum for all four meetings held during financial year
2014 was fulfilled. The meetings were held on 17 February
2014, 15 May 2014, 14 August 2014 and 13 November 2014
respectively.
Subsequent to each meeting, the Chairman of the Committee
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 2014, the External Auditors attended all four
(4) meetings. Separate sessions were also conducted on 17
February 2014 and 13 November 2014 respectively.
The President & Managing Director, Vice Presidents (I), Vice
President (II), senior management team as well as the Head
of Internal Audit and representatives of the External Auditors
shall normally attend the meetings. Other directors, Executive
Directors of the hospitals and employees of the Company and/
or Group may attend any particular meeting upon invitation
where appropriate. All issues discussed and deliberated
during the Committee meetings were recorded by the
Company Secretary.
2.
TERMS OF REFERENCE
2.1 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.
2.2 MEMBERSHIP
(a) The Committee members 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 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.
2.3 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.
2.4 MEETINGS AND ATTENDANCE
(a) At a minimum, the Committee shall meet at least four
(4) times a year, that is on a quarterly basis, to properly
carry out its duties and ensure effective discharge of its
responsibilities. Additional meetings may be called at
any time at the Chairman’s discretion.
(b) The external auditor shall normally be invited to attend
the meeting to present their findings and opinion to the
financial statements.
(c) The Committee has the right to convene separate
meeting with the internal auditors, external auditors or
both, without the attendance of the Management.
(d) The Company Secretary is the secretary of the
Committee meeting. The secretary plays important role
174
KPJ Healthcare Berhad annual report
2014
AUDIT COMMITTEE REPORT
AND TERMS OF REFERENCE
