FGV Annual Report 2014

b. approve the internal audit plan and review the results of the internal audit plan or investigation undertaken and whether or not appropriate action is taken on the recommendations of the Group’s internal audit function, and report or make relevant recommendation to the Board; c. review the effectiveness of the Group’s internal audit function including compliance with the Institute of Internal Auditors’ International Standards for the Professional Practice of Internal Auditing and make recommendations necessary for improvement of the internal audit function; d. review any appraisal of or assessment of the performance of the Group’s internal audit function; e. approve any appointment or removal of the FGV Chief Internal Auditor; f. appraise the performance and approve the remuneration (including annual increment and bonus) of the FGV Chief Internal Auditor; and g. take cognisance of resignation of FGV Chief Internal Auditor and provide the resigning individual an opportunity to submit his/her reasons for resigining. 6.4 Reviewing Conflict of Interest Situations and Related Party Transactions (including Recurrent Related Party Transactions) i. To review any conflict of interests situation and Related Party Transactions that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity; ii. In respect of Related Party Transactions, including Recurrent Related Party Transactions, to: a. ensure that the Group has adequate procedures and processes to identify, and where relevant, monitor and track the Related Party Transactions in a timely manner, and to review these procedures and processes annually; b. assess the sufficiency of the procedures, policies and terms of the Related Party Transactions to ensure that the transactions are fair, reasonable and on normal commercial terms; are not more favourable to the Related Party than those generally available to the public and are not detrimental to minority shareholders and in the best interest of the Group; and c. where the Related Party Transactions are not comparable to quotations or comparative pricing with unrelated third parties, to review the basis of the transaction price determined by the management in comparison to transactions by/to unrelated parties for substantially similar type transactions for approval by the FGV Board. iii. The Related Party Transactions and conflict of interest situations should be a permanent agenda item of the Committee meetings. 6.5 Other Responsibilities and Duties i. To review arrangements by which employees may, in confidence, raise concerns about possible improprieties in financial reporting or other matters, and to ensure that arrangements are in place for the independent investigation of such matters and for appropriate follow-up action to be taken. This would include any whistleblowing complaints and investigative reports received from the whistleblowing committee; ii. To maintain and keep under review the whistleblowing mechanism of the Company, as well as an effective and efficient set of investigation procedures, which aims to provide protection and confidentiality; iii. To consider any concerns raised by external auditors pertaining to a breach or non- performance of any requirement of any rules or matters that may materially affect the financial position of FGV Group. iv. Where the Audit Committee is of the view that a matter reported by it to the Board of Directors of FGV has not been satisfactorily resolved resulting in a breach of the Listing Requirements, the Committee must promptly report such matter to Bursa Malaysia; and v. To undertake such other functions as may be agreed to by the Audit Committee and the Board. 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 143