FGV Annual Report 2014

7. Relationship with Listed Subsidiaries’ Audit Committees i. FGV's Audit Committee delegates the functions under its terms of reference, in respect of its subsidiaries which are listed on Bursa Malaysia (the listed subsidiaries) and the Companies directly held by the listed subsidiaries, to the Audit Committees of the listed subsidiaries; ii. Nevertheless, the conduct of the delegated functions under its terms of reference should be consistently maintained, particularly in the adoption of accounting policies, by the Audit Committee of the listed subsidiaries; iii. FGV's Audit Committee reserves the right to establish the orderly conduct of the duties and authority across the Audit Committee of the listed subsidiaries and reserves its right to be appraised of any significant issues reported by the listed subsidiaries’ Audit Committee and any other matters it deems appropriate. 8. Reporting i. The Committee shall regularly update the Board about its activities and make appropriate recommendations including through: a. copies of minutes of each meeting of the Committee supported by explanatory papers and being circulated to all Board members once endorsed by the Chairman of the Committee; and b. the Chairman of the Committee drawing to the Board's attention any matter of major importance. ii. At the discretion of the Chairman of the Committee and members of the Committee, any relevant matters deemed to be of major importance shall be referred to the Board for its attention. iii. The Committee shall be responsible in ensuring that the Company discloses in its annual report an Audit Committee Report for the financial year, pursuant to the Listing Requirements. 9. Meeting Administration 9.1 Frequency and Attendance i. Meetings shall be conducted at least four (4) times annually, or more frequently as circumstances dictate; ii. The Chairman of the Committee, in consultation with the Secretaries of the Committee, shall determine the frequency of the Committee meeting and discuss the schedule of meetings with the members of the Committee; iii. In addition to the regular scheduled meeting, the Chairman of the Committee shall call a meeting of the Committee if so requested by any member of the Committee or by the Chairman of the Board; iv. Resolutions of the members of the Committee at a meeting or adjourned meeting of the Committee shall be adopted by a majority of votes of all members present. In the event matters requiring the Committee’s decision arise between meetings, such matters shall be resolved through circular resolution which shall be supported by relevant papers setting out details of the subject matters. The members of the Committee may obtain more information from management and express their view points by facsimile, electronic mail or any other mean of telecommunication before arriving at a decision on the subject matter. All such resolutions shall be signed by all the members of the Committee and shall be submitted for confirmation at a meeting of the Committee following the passing of the circular resolutions; v. The Committee meeting shall normally be conducted in a face-to-face manner to enable effective discussion. Nevertheless, if a member of the Committee is unable to be physically present, the member may choose to participate via video- conferencing or tele-conferencing, or other appropriate means as determined by the Committee; vi. The Group President/Chief Executive Officer, the FGV Chief Financial Officer and the FGV Chief Internal Auditor may attend the meetings upon invitation of the Committee. Participation for the Group President/Chief Executive Officer, the FGV Chief Financial Officer or FGV Chief Internal Auditor may not be required for full duration of the meeting; vii. The Audit Committee may invite any of the Audit Committee member of its listed subsidiaries or other Senior Executive of the Listed subsidiaries to attend its meetings to provide any clarification of matters related to listed subsidiaries. Felda Global Ventures Holdings Berhad pg 144 REPORT ON THE AUDIT COMMITTEE