Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 194 Internal Audit . Review with the Internal Audit department its plans, scope, authority, independence and adequacy of resources to carry out its function; the results of the internal audit work and the appropriate actions taken on its recommendations; any appraisal or assessment of the performance of the internal auditors; approve the appointment or termination of the Head of Internal Audit department and Senior Internal Audit Staff; approve the charter of the Internal Audit department; and inform itself of staff resignations of the Internal Audit department and provide the resigning staff an opportunity to submit his/her reason for resigning. External Audit . Review and report to the Board its recommendation on the proposed appointment, terms of engagement and proposed audit remuneration of the external auditor and any questions on resignation or dismissal of the external auditor; their audit plan and the nature, approach, scope and cost effectiveness of their annual audit and other examinations; the results of the external audit work including adjustments to the financial statements of the Group, if any; the accompanying management letters and responses; any factors related to the suitability and independence of the external auditors and the extent of assistance given by the Group and the Group’s employees. Employee Share Option Scheme . Verify the allocation of share options to the Group’s eligible employees in accordance with the MMLR at the end of each financial year, if any. Reporting Responsibilities . Report its activities to the Board in such form and manner and at such times as it deems appropriate and report to Bursa Malaysia where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the MMLR. Other Responsibilities . Review matters in relation to compliance with legal, regulatory and statutory requirements, conflicts of interest and unethical conduct; review arrangements by which staff of the Group may, in confidence, raise concerns about possible improprieties in matters of financial reporting, financial control or other business or commercial related matters; review with the external auditors and Management the Group’s Statement on Risk Management and Internal Control; review efficiency and efficacy of operations of the Group and any other matters, which would improve the governance of the Group’s operations; examine such other matters, as the Committee considers appropriate or as defined by the Board; review and re-assess its terms of reference and recommend changes to the Board for approval and conduct a self-assessment to monitor its overall effectiveness in meeting its responsibilities once a year and report the results thereof to the Board; and prepare the annual Audit Committee report to the Board. 6. Meetings The Committee shall meet at least four times during each financial year and may regulate its own procedures including convening a meeting by means of video or teleconference in place of a meeting in person. In addition to its four meetings each financial year, the Committee may take action by way of circular resolutions. The Committee may request to meet other Board members, any officer or employee of the Group, external legal counsel, internal or external auditors and consultants and if necessary, in separate private sessions. The Committee shall meet with the external and internal auditors in separate private sessions at least twice in each financial year without executive Board members and Senior Management present. The Chairman of the Committee shall provide to the Board a report of the Committee meetings. 7. Secretary of the Committee The Company Secretary shall be the Secretary of the Committee. The Secretary shall ensure that all appointments of the Committee are properly made; the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues; prepare and circulate the minutes of the Committee meetings promptly to all members of the Board; and ensure that the minutes are properly kept and produced for inspection if required. 8. Consultants The Committee may retain, at such times and on such terms as the Committee determines in its sole discretion and at the Company’s expense, special legal, accounting, or other consultants to advise and assist it in complying with its responsibilities. 9. Training The Committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an on-going basis for all members. The full terms of reference of the Committee is available on Maxis’ website. AUDIT COMMITTEE REPORT Continued AS AT 31 DECEMBER 2012