FGV Annual Report 2014

The Audit Committee was established on 25 March 2010 to act as a Committee of the Board. The Audit Committee comprises exclusively of Non-Executive Directors, a majority of whom are Independent Non-Executive Directors. Tan Sri Ismee Ismail is a Fellow of The Chartered Institute of Management Accountants (“CIMA”) and a member of the Malaysian Institute of Accountants (“MIA”). Dato’ Mohd Zafer Mohd Hashim is a Fellow of Institute of Chartered Accountants In England and Wales (“ICAEW”) and a member of the Malaysian Institute of Accountants (“MIA”). All members of the Audit Committee are financially literate and are able to analyse and interpret financial statements to effectively discharge their duties and responsibilities. The Audit Committee, therefore, meets the requirements of paragraph 15.09(1)(c) of the Listing Requirements which stipulates that at least one (1) member of the Audit Committee must be a qualified accountant. The Audit Committee held eight (8) meetings in the financial year ended 31 December 2014. During the financial year, the Group President/Chief Executive Officer, Chief Financial Officer, Chief Internal Auditor and various Management attended the meetings upon the invitation of the Audit Committee. The Audit Committee Chairman reported to the Board on principal matters deliberated at Audit Committee Meetings. Minutes of each meeting were circulated to the Board at the most practicable next Board Meeting. The external auditors briefed the Audit Committee on matters relating to the external audit at five (5) Audit Committee Meetings held during the financial year. The Audit Committee has the right to meet the external and internal auditors without the presence of the Executive Directors and Management. The Audit Committee had two (2) private sessions with the external auditors without the presence of the Management during the financial year. Terms of Reference of the Audit Committee 1. Purpose The purpose of the Audit Committee is to assist the Board in fulfilling the following key responsibilities: i. Assessing the risks and control environment; ii. Overseeing financial reporting; iii. Evaluating the internal and external audit process and outcome; iv. Reviewing conflict of interest situations and related party transactions (including recurrent related party transactions); and v. Undertake any such other functions as may be determined by the Board from time to time. The existence of the Committee does not diminish the Board’s ultimate statutory and fiduciary responsibility for decision making relating to the functions and duties of the Committee. 2. Membership i. The Audit Committee members shall be appointed by and from the Board of FGV and shall comprise of not less than three (3) members. ii. All the members of the Audit Committee must be Non-Executive Directors and a majority of whom must be independent Directors free from any business or other relationship that, in the opinion of the Board, would materially interfere with the exercise of his or her independent judgement as a member of the Committee. iii. No Alternate Director shall be appointed as a member of the Committee. iv. At least one member of the Committee: a. must be a member of the Malaysian Institute of Accountants; or Felda Global Ventures Holdings Berhad pg 140 REPORT ON THE AUDIT COMMITTEE