• Ability to convene meetings with the external auditors, the internal auditors or both, without the presence of other Directors and representatives of Management of the Group, if necessary; and • Where the BAC is of the view that a matter reported to the Board has not been satisfactorily resolved resulting in a breach of the MMLR, the BAC must promptly report such matter to Bursa Securities. Functions The BAC’s functions are to review, evaluate, report and make appropriate recommendations to the Board on the following matters:- In Relation to External Auditors:- • Appointment of the external auditors, the audit fee and any questions of resignation and dismissal; • Formulation of policies and procedures to assess the suitability and independence of external auditors; • Review with the external auditors the nature and scope of the audit plan, the system of internal control and the audit report, including the external auditors’ management letter and Management’s response; • Assistance and cooperation rendered by the Group’s employees to the external auditors; In Relation to the Internal Auditors:- • Ensure adequacy of GIA’s resources, its appropriate competency and authority within the Group; • Identification of the Head of GIA who reports directly to the BAC, and in consultation with the Management; • Approve GIA’s annual internal audit plan, processes and reports/findings generated by the GIA, and whether appropriate action is taken on the recommendations of GIA; • Issuance of guidance and instructions for further actions to be taken by Management; General:- • Review quarterly and annual financial statements, focusing particularly on:- ➢ any changes in or implementation of accounting policies and practices; ➢ significant and unusual events arising from the audit; and ➢ compliance with accounting standards and other legal requirements; • Ensure adequacy and effectiveness of the Group’s accounting policies and procedures, risk management framework and internal control systems; • Review and endorse any related party transaction and review any situation of conflict of interest that may arise within the Group including any transaction, procedure or course of action that raises questions of management integrity; and • Consider any other topics as defined by the Board. MISC BERHAD Annual Report 2015 123
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