Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 193 3. Composition The Committee shall consist of at least three Board members, a majority of whom shall be independent Directors. All members of the Committee must be Non-Executive Directors. Alternate Directors will not be appointed to the Committee. In order to form a quorum in respect of a meeting of the Committee, the majority of members present must be independent Directors. In determining independence, the Board will observe the requirements of the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Malaysia") and any relevant Bursa Securities Practice Notes that are issued by Bursa Malaysia from time to time. Each member of the Committee must be financially literate to effectively discharge their functions. The Chairman shall be an independent Non-Executive Director elected by the members of the Committee. The Chairman will, in consultation with the other members of the Committee, be responsible for calling meetings of the Committee, establishing its agenda and supervising its conduct thereof. The Board will review the composition of the Committee, as well as the term of office, performance and effectiveness of each member of the Committee annually, to determine whether the Committee and its members have carried out their duties in accordance with their terms of reference. At least one member of the Committee: (i) must be a member of the Malaysian Institute of Accountants ("MIA"); or (ii) if he is not a member of the MIA, he must have at least three years working experience and: he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act,1967; or he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967; or (iii) fulfill such other requirements as prescribed or approved by Bursa Malaysia. In the event of any vacancy in the Committee resulting in non-compliance of Committee composition requirements, the Board must fill the vacancy within three months. 4. Authority The Committee is authorised by the Board, in accordance with the procedures to be determined by the Board (if any) and at the cost of the Company, to investigate any matter within its terms of reference; have adequate resources to perform its duties; have full and unrestricted access to the Group’s information; have direct communication channels with external and internal auditors and all employees of the Group; obtain external independent and professional advice; and convene meetings with internal and external auditors (excluding the attendance of other directors and employees of the Group), whenever deemed necessary. 5. Responsibilities The Committee shall undertake the following responsibilities and duties: Risk Management and Internal Control . Review with internal and external auditors, General Counsel and appropriate members of the staff the adequacy of the Group’s processes to identify, monitor and manage key risks and internal controls with respect to business practices. Financial Reporting . Review with or without the presence of appropriate officers of the Group and the external auditors, the annual and quarterly financial statements of the Group including the announcements pertaining thereto, prior to Board approval, focusing on, inter alia, quality; the accuracy and adequacy of the financial disclosures; changes in accounting policies and practices and implementation of such changes; significant and unusual events; significant adjustments arising from the audit; going concern assumptions; compliance with applicable approved financial reporting standards; legal and regulatory requirements and other matters as defined by the Board. Review and ensure corporate disclosure policies and procedures of the Group (as they pertain to accounting, audit and financial matters) comply with the disclosure requirements as set out in the MMLR of Bursa Malaysia. Discuss among the Committee members, without the presence of the Management or the external auditors if deemed necessary, the financial information obtained. Review other accounting, audit and financial matters. Review any related party transactions, including the monitoring of recurrent related party transactions entered into by the Group to ensure they are undertaken on normal commercial terms, that the internal control procedures with regard to these transactions are sufficient and have been complied with and that there is compliance with any other relevant provisions of the MMLR and Practice Notes of Bursa Malaysia. Review conflict of interest situation and internal investigations. CORPORATE GOVERNANCE ANALYSIS OF SHAREHOLDINGS OTHER INFORMATION ANNUAL GENERAL MEETING FINANCIAL STATEMENTS