Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 190 The Board of Maxis is pleased to present the Audit Committee Report for the financial year ended 31 December 2012. MEMBERS AND MEETINGS The Audit Committee ("the Committee") has five members, all of whom are non-executive directors and a majority of whom are independent, including the Chairman of the Committee. All members of the Committee are financially literate and are able to read, analyse, interpret and understand financial statements in order to effectively discharge their duties and responsibilities as members of the Committee. Two of the members (Robert William Boyle and Chan Chee Beng) are Fellows of the Institute of Chartered Accountants in England and Wales. This meets the requirement prescribed under the Main Market Listing Requirements of Bursa Malaysia ("MMLR") which stipulate that an Audit Committee must comprise at least one qualified accountant as its member. Details of the Committee members and the attendance of each member at Committee meetings during the financial year ended 31 December 2012 are set out below: MEETINGS NAME STATUS INDEPENDENT ATTENDED Robert William Boyle, Chairman of the Committee Non-Executive Director Yes 7 out of 7 (Appointed as Chairman on 16.10.09) Dato’ Mokhzani bin Mahathir Non-Executive Director Yes 7 out of 7 (Appointed as Member on 16.10.09) Asgari bin Mohd Fuad Stephens Non-Executive Director Yes 7 out of 7 (Appointed as Member on 16.10.09) Dr. Fahad Hussain S. Mushayt Non-Executive Director No 5 out of 7 (Appointed as Member on 16.10.09) Chan Chee Beng Non-Executive Director No 7 out of 7 (Appointed as Member on 16.10.09) During the financial year, the Committee conducted seven meetings. The Group’s internal and external auditors and certain members of Senior Management attended all the meetings. The Committee also held four separate private sessions with internal auditors and two with external auditors without the presence of the Management. Deliberations during the Committee meetings were minuted. Minutes of the meetings were circulated to all members of the Board and significant issues were brought up and discussed at Board meetings. SUMMARY OF ACTIVITIES OF THE COMMITTEE The Chairman of the Committee reports regularly to the Board on the activities carried out by the Committee in the discharge of its duties and responsibilities, as set out in its terms of reference. During the financial year, the Committee reviewed and updated its terms of reference to be in line with the relevant amendments to the MMLR and the Malaysian Code on Corporate Governance 2012. The major activities undertaken by the Committee during the year are as follows: Risks Management and Internal Control • Reviewed the risk profile of the Group prepared by the Enterprise Risk Management department; • Reviewed the progress of the risk management function in its on-going identification and monitoring of key risks and the controls implemented by the respective departments in managing these risks; and • Evaluated the overall adequacy and effectiveness of the system of internal controls through a review of the results of work performed by internal and external auditors and discussions with key Senior Management. AUDIT COMMITTEE REPORT AS AT 31 DECEMBER 2012