FGV Annual Report 2015

111 WHO WE ARE & WHAT WE DO OUR STRATEGIC INTENT & PERFORMANCE HOWWE ARE GOVERNED CREATING SUSTAINABLE VALUE OUR NUMBERS ADDITIONAL INFORMATION DETAILS OF THE ANNUAL GENERAL MEETING ADDRESSING OUR RISKS & OPPORTUNITIES Felda Global Ventures Holdings Berhad Annual Integrated Report 2015 Statement on Corporate Governance Dato’ Mohd Zafer Mohd Hashim is a Fellowof Institute of Chartered Accountants in England andWales (“ICAEW”) and a Chartered Accountant with the Malaysian Institute of Accountants (“MIA”). All members of the Audit Committee are financially literate and are able to analyse and interpret financial statementstoeffectivelydischargetheirdutiesandresponsibilities.TheAuditCommittee,therefore,meetstherequirementsofparagraph15.09(1)(c)ofthe Bursa Securities Listing Requirements which stipulates that at least one (1) member of the Audit Committee must be a qualified accountant. During the financial year, the Group President/Chief Executive Officer, FGV Chief Financial Officer, FGV 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 on 12 February 2015, 17 March 2015, 13 May 2015, 18 August 2015 and 26 November 2015 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 on 12 February 2015 and 26 November 2015 with the external auditors without the presence of Management during the financial year. The Chairman of the Audit Committee held five (5) private meetings and discussions with FGV Chief Internal Auditor on the internal audit reports and any related matters. Summary of the Terms of Reference of the Audit Committee PURPOSE The purpose of the Audit Committee is to assist the Board in fulfilling the following key responsibilities: 1) Assessing the risks and control environment; 2) Overseeing financial reporting; 3) Evaluating the internal and external audit process and outcome; 4) Reviewing conflict of interest situations and related party transactions; and 5) Undertake any such other functions as may be determined by the Board from time to time. The existence of the Audit Committee does not diminish the Board’s ultimate statutory and fiduciary responsibility for decision-making relating to the functions and duties of the Audit Committee. AUTHORITIES The Board has authorised the Audit Committee, within the scope of its duties and responsibilities set out in the Audit Committee’s Terms of Reference to: 1) investigate any activity or matter within its Terms of Reference; 2) acquire the resources which are required to perform its duties; 3) have full and unrestricted access to anyone in FGV Group of Companies (FGV Group or the Group) in order to conduct any investigation and any information pertaining to the Group; 4) have full and unrestricted access to information pertaining to the Group, their records, properties and personnel; 5) 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; 6) obtain relevant internal and external independent professional advice, as it deems necessary, to assist the Audit Committee in the proper discharge of its roles and responsibilities, at the expense of the Company; 7) 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 8) meet exclusively among itself, whenever deemed necessary. The Audit Committee may empower one or more of its members to meet or communicate with the external auditors and/or internal auditors independently.