Q UHYLHZDQ\UHODWHGSDUW\WUDQVDFWLRQDQGFRQÁLFWRILQWHUHVWVVLWXDWLRQWKDWPD\DULVHZLWKLQWKH&RPSDQ\RUWKH Group including any transaction, procedure or course of conduct that raises questions of the Management integrity;
(o) review whether there is reason (supported by grounds) to believe that the Group’s External Auditors is not suitable for re-appointment;
(p) to establish and review policies and procedures to assess the suitability and independence of External Auditors; and
(q) perform such other functions as may be agreed to by the Committee and the Board of Directors.
MEETINGS AND ATTENDANCE
'XULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHUÀYH$XGLW&RPPLWWHHPHHWLQJVZHUHKHOG7KHGHWDLOVRI attendance of each of the Committee members are outlined as follows:
Numbers of meetings attended
Bong Wei Leong 5 out of 5
Tiong Kiong King 3 out of 5
Tiong Ing Ming 5 out of 5
All proceedings, matters arising, deliberations, in terms of the issue discussed, and resolutions at the Committee PHHWLQJVDUHUHFRUGHGLQWKHPLQXWHVE\WKH&RPSDQ\6HFUHWDULHVFRQÀUPHGE\WKH&RPPLWWHHVLJQHGE\WKH Chairman of the Committee or Chairman of the meeting and reported to the Board of Directors at the Board meetings.
All Committee meetings were attended by the Company Secretaries. Upon invitation, the Internal Audit Manager, Senior Manager, (Group Accounts) and Senior Operation Manager were present at the Committee meetings to provide additional insight into matters to be discussed during the Committee meetings.
TRAINING
7KHGHWDLOVRIWUDLQLQJVHPLQDUDWWHQGHGE\WKHPHPEHUVRIWKH&RPPLWWHHGXULQJWKHÀQDQFLDO\HDUDUHDVIROORZV Title of training/seminar Number of day(s) spent
([HFXWLQJ(IIHFWLYH7UDQVIRUPDWLRQ3URFHVV²*HWWLQJ,W5LJKW 4XDQWLW\6XUYH\LQJ,QWHUQDWLRQDO&RQYHQWLRQ²6XUÀQJWKH:DYHRI&KDQJH
REPORT OF THE AUDIT COMMITTEE (CONT’D)
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SUMMARY OF ACTIVITIES OF AUDIT COMMITTEE
7KHIROORZLQJDFWLYLWLHVZHUHFDUULHGRXWE\WKH&RPPLWWHHGXULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHULQWKH discharge of its functions and duties:
(a) reviewed and approved the audit plans including scope and coverage of audit of the RSB Group with the internal and external auditors;
E UHYLHZHG DQG GHOLEHUDWHG WKH DXGLW UHSRUWV IRU WKH 56% *URXS DQG FRQVLGHUDWLRQ RI WKH PDMRU ÀQGLQJV DQG recommendations made by the internal and external auditors, and Management’s responses thereof;
F UHYLHZHGDQGGHOLEHUDWHGWKHXQDXGLWHGTXDUWHUO\UHVXOWVDQGDXGLWHGÀQDQFLDOVWDWHPHQWVIRUWKH\HDUHQGHG 'HFHPEHURIWKH&RPSDQ\DQG56%*URXSIRFXVLQJRQWKHDFFRXQWLQJSROLF\DQGÀQDQFLDOUHSRUWLQJ standards as well as the Group’s performance, prior to submission to the Board of Directors for consideration and approval;
G UHYLHZRIDQ\UHODWHGSDUW\WUDQVDFWLRQVDQGFRQÁLFWRILQWHUHVWVVLWXDWLRQWKDWPD\DULVHLQWKH&RPSDQ\DQG the RSB Group including any transaction, procedure or course of conduct that raises questions of management integrity, prior to submission to the Board of Directors for consideration and approval;
(e) reviewed adequacy of the disclosure on related party transactions entered into by the Company and the RSB Group in the quarterly and annual reports of the Company;
(f) met with the internal and external auditors twice without the presence of the other Directors and employees of RSB Group;
(g) assessed the Independent and suitability of external auditors and recommended to the Board of Directors the appointment as external auditors and their fees;
(h) reviewed the draft Statement on Risk Management and Internal Control and draft Report of the Audit Committee prior to recommending to the Board of Directors for approval;
(i) reviewed the adequacy of the scope, functions, competency and resources of the internal audit function;
(j) reviewed the report on the recurrent related party transactions of a revenue or trading nature (“RRPTs”) entered into by the RSB Group pursuant to the shareholder mandate obtained at the general meetings; and
(k) reviewed the draft Circular to Shareholders in relations to the proposed shareholders mandate for the RRPTs, prior to recommending to the Board of Directors for approval.
REPORT OF THE AUDIT COMMITTEE (CONT’D)
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INTERNAL AUDIT FUNCTION
RSB Group has an in-house internal audit function to assist the Audit Committee in the discharge of its duties and responsibilities and is principally responsible for the independent assessment of the adequacy, effectiveness and HIÀFLHQF\RIWKHLQWHUQDOFRQWUROV\VWHPVLQSODFHWKURXJKDV\VWHPDWLFDQGUHJXODUUHYLHZVRIPDQDJHPHQWFRQWURO and governance processes so as to provide reasonable independent assurance that such systems continue to operate satisfactorily and effectively.
The Group internal audit function adopts a risk-based auditing approach in planning and conducting audits by focusing on key risk areas. The internal audit function is independent of the activities it audits, and is responsible for the regular review and/or appraisal of the internal control, management and governance processes within the RSB Group. It operates and performs in accordance to the principles of the Internal Audit Charter.
The internal audit reports were deliberated by the Audit Committee and recommendations were duly acted upon by the Management. Currently, the Internal Audit Manager reports directly to the Audit Committee on the activities carried out by the internal audit department based on the annual audit plan duly approved by the Audit Committee.
'XULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHUWKHLQWHUQDODXGLWGHSDUWPHQWKDGXQGHUWDNHQWKHIROORZLQJ activities:
SUHSDUHWKHDQQXDODXGLWSODQIRUDSSURYDOE\WKH$XGLW&RPPLWWHH
FRQGXFWHGIROORZXSYLVLWVRQWKHUHFRPPHQGDWLRQVDQGDFWLRQSODQVDJUHHGE\WKH0DQDJHPHQW
UHYLHZLQJDQGDSSUDLVLQJWKHVRXQGQHVVDQGDGHTXDF\RIRSHUDWLRQDODQGRWKHUFRQWUROVRIWKH56%*URXSDQG
LGHQWLI\LQJZD\VDQGRSSRUWXQLWLHVWRLPSURYHWKHHIIHFWLYHQHVVDQGHIÀFLHQF\RIWKHRSHUDWLRQVRIDQGSURFHVVHV within the RSB Group.
7KHWRWDOFRVWVLQFXUUHGIRUWKHLQWHUQDODXGLWIXQFWLRQVLQUHVSHFWRIWKHÀQDQFLDO\HDUHQGHG'HFHPEHUZDV RM 630,000.00.
This report is made in accordance with the resolution of the Board of Directors dated 16 April 2014.
REPORT OF THE AUDIT COMMITTEE (CONT’D)
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