Maxis Berhad | Annual Report 2012
Maxis Berhad // Annual Report 2012 213 FINANCIAL STATEMENTS CORPORATE GOVERNANCE ANALYSIS OF SHAREHOLDINGS OTHER INFORMATION ANNUAL GENERAL MEETING 2. Audit Committee The Audit Committee comprises only non-executive members of the Board, the majority of whom are Independent Directors. The current Audit Committee comprises members who bring with them a wealth of knowledge, expertise and experience from different industries and backgrounds. The Audit Committee reviews the Group’s financial reporting process, the system of internal controls and management of enterprise risk, the audit process and the Group’s process for monitoring compliance with laws and regulations and its own code of business conduct, as well as such other matters, which may be specifically delegated to the Committee by the Board, from time to time. Throughout the financial year, Audit Committee members are briefed on corporate governance practices, updates to Malaysian Financial Reporting Standards, as well as legal and regulatory requirements in addition to key matters affecting the financial statements of the Group. The Audit Committee also reviews and reports to the Board the engagement and independence of the external auditors and their audit plan, nature, approach, scope and other examinations of the external audit matters. It also reviews the effectiveness of the internal audit function which is further described in the following section on Internal Audit. The Audit Committee continues to meet regularly and has full and unimpeded access to the internal and external auditors and all employees of the Group. The Chairman of the Audit Committee provides the Board with reports on all meetings of the Audit Committee. Further details of the activities undertaken by the Audit Committee are set out in the Audit Committee Report on pages 190 to 194. 3. Internal Audit The Internal Audit department continues to independently, objectively and regularly review key processes, check compliance with policies/procedures, evaluate the adequacy and effectiveness of internal control, risk management and governance processes established by management and/ or the Board within the Group. It highlights significant findings and corrective measures in respect of any non-compliance to Senior Management and the Audit Committee on a timely basis. Its work practices are governed by the Internal Audit Charter, which is subject to revision on an annual basis. The annual audit plan, established primarily on a risk-based approach, is reviewed and approved by the Audit Committee annually and an update is given to the Audit Committee every quarter. The Audit Committee oversees the Internal Audit department’s function, its independence, scope of work and resources. The Internal Audit department also maintains a quality assurance and improvement programme and continuously monitors its overall effectiveness through internal self-assessment and independent external assessment. The Internal Audit function meets the requirements of the latest International Standards for the Professional Practice of Internal Auditing of the Institute of Internal Auditors Inc. Further activities of the Internal Audit function are set out in the Audit Committee Report on pages 190 to 194. 4. Code of Business Practice The Group is committed to conducting business fairly, impartially and ethically and in full compliance with all laws and regulations. To this end, there are two detailed Maxis Code of Business Practices ("the Code"); one for Directors and employees and another for third parties, which stipulate how Directors and employees as well as external parties such as vendors, dealers and business partners should conduct themselves in all business matters. All Directors and employees are required to declare that they are in compliance with the Code upon joining the Group and on an annual basis. External parties such as vendors, dealers and business partners who conduct business with the Group are required to sign a declaration that they have read and will adhere to the contents of the Code. To support the implementation and effectiveness of the Code, there is an established Office of Business Practice to provide policy guidance and to facilitate compliance. The Office of Business Practice will continuously look at ways to enhance the Group’s highest standards of business conduct and ethics, and to benchmark these against best practices. In addition, there is also an Ethics Hotline, a safe and effective channel to allow employees or parties dealing with us to report any observed behavioural inconsistencies which are not in accordance with the general standards and business ethics. 5. Revenue Assurance The Revenue Assurance department is responsible for the continuous monitoring of potential revenue leakage that may arise from day-to-day operations. Processes and controls within the revenue cycle are reviewed on a rotational basis to ensure they function effectively and efficiently. This includes performance and examination of regular test calls, reconciliations of data or calls data records from network and content platforms to the billing systems and independent rating of service via automated tools. These findings and corresponding actions taken are reported to the Management on a quarterly basis. Key issues on identified revenue leakages and mitigation action taken are reported to the Audit Committee on a half-yearly basis. The Revenue Assurance department meets key stakeholders on an ongoing basis to address key revenue assurance issues and drive revenue assurance initiatives across the Group.
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