ANNUAL REPORT 2021 133 GOVERNANCE TERMS OF REFERENCE (CONT’D) The Terms of Reference of the AC were as follows: (cont’d) 8. Responsibilities and Duties (cont’d) Internal Audit h) To approve the Internal Audit Charter and review the adequacy of the scope, functions, competency and resources of the internal auditors, and that it has the necessary authority to carry out its work. i) To review the internal audit programme, processes, the results of the internal audit programme and process and where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function. j) To consider the major findings of internal audit and Management’s responses, monitor the implementation of any recommendations made therein and ensure effective coordination between the internal and external auditors. k) To review any appraisal or assessment of the performance of members of the internal audit function. l) To review the independency of members of the internal audit function. m) To approve any appointment or termination of the Internal Auditors. n) To take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning. o) To review the necessary budget allocated to internal audit function. p) To investigate or cause to be investigated any activity within its Terms of Reference. q) To have explicit authority over the resources such as professional advice and full access to information to investigate certain matters. r) Where appropriate, supervise any special project or investigations considered necessary, to be carried out by Internal Auditors, as and when necessary and consider the major findings of the internal investigations and Management’s response. Financial Management s) To review the quarterly reports on consolidated results and annual financial statements prior to submission to the Board, focusing particularly on:- r $IBOHFT JO PS JNQMFNFOUBUJPO PG NBKPS BDDPVOUJOH QPMJDZ BOE QSBDUJDFT r 4JHOJGJDBOU BOE PS VOVTVBM NBUUFST IJHIMJHIUFE JODMVEJOH GJOBODJBM SFQPSUJOH JTTVFT TJHOJGJDBOU judgements made by Senior Management, significant and unusual events or transactions and how these matters are being addressed; r 5IF HPJOH DPODFSO BTTVNQUJPO r $PNQMJBODF XJUI BDDPVOUJOH TUBOEBSET BOE PUIFS MFHBM SFRVJSFNFOUT BOE r .BKPS BSFBT Related Party Transactions t) To review and monitor related party transactions entered into by the Company or the Group and to determine if such transactions are undertaken on an arm’s length basis, normal commercial terms, on terms not more favourable to the related parties than those generally available to the public, to ensure that the Directors report such transactions annually to shareholders via the annual report, and to review conflicts of interest that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of Senior Management integrity. AUDIT COMMITTEE REPORT (CONT’D)
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