FGV Annual Report 2014

b. if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ relevant working experience and: • he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or • he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967; or c. fulfills such other requirements as prescribed by Bursa Malaysia. v. All members of the Committee shall be financially literate. vi. In the event a member of the Audit Committee resigns, dies or for any other reason ceases to be a member with the resulting that 2(i), 2(ii), 2(iii) and 2(iv) is not complied with, the Board shall within three (3) months of that event appoint such number of new members as may be necessary to make up the requirements. vii. Quorum a. In order to form a quorum for the Committee meeting, at least three (3) of the members of the Committee must be present at the meeting, with the majority of Independent Non-Executive Directors; b. In the absence of the Chairman of the Committee, the members present shall elect a Chairman for the meeting, who shall be an Independent Non- Executive Director from amongst the members present. 3. Authority The Board has authorised the Committee, within the scope of its duties and responsibilities set out in this TOR to: i. Investigate any activity or matter within its terms of reference; ii. Acquire the resources which are required to perform its duties; iii. Have full and unrestricted access to anyone in the Group in order to conduct any investigation and any information pertaining to the Group; iv. Have full and unrestricted access to information pertaining to the Group, their records, properties and personnel; v. Maintain direct communication channels with the external auditors and the FGV Chief Internal Auditor (or his/her equivalent), as well as the Chairman of the Whistleblowing Committee; vi. Obtain independent professional or other advice to assist the Committee or any individual member of the Committee in performing its responsibilities and duties, at the expense of the Company and in accordance with the delegation of authority of the Committee; vii. Convene meetings with the external auditors, internal auditors or both, without the presence of other directors and employees of the Group, whenever deemed necessary; and viii. Meet exclusively among itself, whenever deemed necessary. The Committee may empower one or more of its members to meet or communicate with the external auditors and/or internal auditors independently. 4. Chairman of the Committee The Chairman of the Committee must be an Independent Non-Executive Director and shall be appointed by the members of the Committee. 5. Secretaries of the Committee i. The FGV Company Secretary and the FGV Chief Internal Auditor shall be the Secretaries of the Audit Committee; ii. The Secretaries of the Committee shall be present to record proceedings of the Committee meetings; and iii. The Secretaries of the Committee shall have the following responsibilities: a. Ensuring meetings are arranged and held accordingly; b. Assisting the Chairman of the Audit Committee in planning and drafting the Committee’s activities for the financial year; c. Drawing up meeting agenda in consultation with the Chairman of Audit Committee and circulate the agenda, together with the relevant papers, at least seven (7) days prior to each of the Committee meeting; d. Ensuring structured communication (i.e formal and prompt reporting) between the Board and the Audit Committee; Introduction Performance Highlights About FGV Reports Financial Statements Others Strategy and Value Creation Performance Review & Progress Foreword to Shareholders Annual General Meeting Annual Report 2014 pg 141