Asia Media Group Berhad Annual Report 2014
55
AUDIT COMMITTEE REPORT
(Cont’d)
B. Terms of Reference of Audit Committee
(Cont’d)
Composition and Size
(Cont’d)
The Board of Directors must ensure that no Alternate Director is appointed as a committee
member.
In the event of any vacancy in the committee resulting in the non-compliance of the Listing
Requirements pertaining to composition of Audit Committee, the Board of Directors must fill the
vacancy within 3 months of the occurrence of that event.
The Board of Directors should assess the effectiveness of the Audit Committee and each of its
members at least once every 3 years to determine whether such committee and members have
carried out their duties in accordance with their Terms of Reference.
Authority
The Audit Committee shall, in accordance with a procedure to be determined by the Board and
at the expense of the Company:-
(a) Be authorised to investigate any activity within its terms of reference;
(b) Have direct communication channel with both the external and internal auditors as well as
employees of the Group;
(c) Have full and unrestricted access to any information pertaining to the Company or the
Group;
(d) Obtain outside legal or other independent professional advice and secure the attendance
of outsiders with relevant experience and expertise if it deems necessary;
(e) Be able to convene meetings with the external auditors, the internal auditors or both,
excluding the attendance of other directors and management, if necessary; and
(f) Be able to make relevant reports when necessary to the relevant authorities if a breach of
the Bursa Securities Main Market Listing Requirements occurs.
Responsibilities and How the Committee Works
The Audit Committee shall review and report to the Board on the following key matters:
(a) To assess the risks and control environment;
(b) To review conflict of interest situations and related party transactions;
(c) To review the quarterly results and year end financial statements, prior to the approval of
the Board; and
(d) To review the appointment, resignation, conduct and audit plans with the external auditors.
(e) To verify the allocation of option during the year under the ESOS to ensure that this was
in compliance with the allocation criteria determined by the Option Committee and in
accordance with the By-Laws of the ESOS.
