FGV Annual Report 2014

viii. Other members of the Board or Top Management or any other employee may be invited to the meeting for a specific agenda or clarification on matters for discussion; ix. The Audit Committee shall meet with the external or internal auditors without executive board members and management present at least twice a year; x. Any of the Committee member or invited participant with conflicting interest shall abstain from the said discussion and must not be physically present during the discussion. A Committee member shall abstain and excuse himself/herself from the meeting during discussions or deliberations of any matter which gives rise to an actual or perceived conflict of interest situation(s) for him/her, including matters regarding Related Party Transactions; xi. The Chairman of the Committee shall exercise the right to request those who are in attendance to leave the room if matters discussed are confidential or may be impaired due to the presence of individuals concerned. 9.2 Notice and Agenda i. Proper notice shall be issued for any of the Audit Committee meeting and the Chairman shall ensure that proper agenda is prepared for the Committee meeting; ii. The agenda and relevant papers for the Audit Committee meeting must be issued at least seven (7) days prior to each Committee meeting. 9.3 Minutes of the meeting i. The discussions and conclusions of the Audit Committee meetings shall be minuted, in a clear, accurate, consistent, complete and timely manner; ii. The minutes shall be entered into the minutes Register kept by the FGV Company Secretary together with the attendance sheet; iii. Keeping of the minutes must comply with the requirements of the relevant law and regulations, e.g. Companies Act, 1965 and Income Tax Act, 1967; and iv. Reproduction of any part of the minutes can only be perfomed through/by the FGV Company Secretary. 10. The Committee’s Performance On an annual basis, the Board shall evaluate the Committee’s performance and extent to which the Committee has met the requirements of its Terms of Reference, including the term of office and performance of the Committee and each of its members. This performance assessment may constitute part of the annual Board Effectiveness Assessment, pertaining to the assessment of Board Committees. 11. The Committee’s Ethics and Procedure i. All members of the Committee shall safeguard all internal communications and treat them as strictly private and confidential, and for the use of the Committee members only. ii. The Committee shall work diligently amongst the members of the Board and adhere to all applicable laws and regulations as well as the prescriptions rendered in the Directors’ Code of Ethics and Conduct and the Code of Business Practice. 12. Review of Terms of Reference i. The Committee Terms of References and work plans shall be reviewed at least annually and as and when required. This review shall be facilitated by FGV Company Secretary, Head of Governance and Risk Management Department, the FGV Chief Internal Auditor and the FGV Chief Financial Officer. ii. All amendments to the Terms of References of the Committee must be approved by the FGV Board. Performance Review The Audit Committee’s performance was assessed as part of the Board’s annual effectiveness review. Summary of activities of the Audit Committee The Chairman of the Audit Committee reported every quarterly to the Board on the activities carried out and principal matters deliberated by the Audit Committee in the discharge of its duties and responsibilities as set out in the Terms of Reference. The minutes of each meeting were circulated to the Board at the most practicable next Board Meeting. In the discharge of its responsibilities and duties, the Audit Committee undertook the following principal activities during the financial year: 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 145