The Board presents the AC Report to provide insight on the discharge of the AC's functions for the
Group in FY2010.
Composition and Attendance
The AC has five members, all of whom are NEDs and independent directors,
including the AC Chairman and a PID (who also satisfies the test of
independence under the MMLR). This meets the requirements of the CG Code.
The names of the AC members and their attendance record are given on page
81 of the Annual Report.
The AC Chairman, Dato' Sri Abdul Wahid bin Omar, is a Fellow of the ACCA
(UK) and a member of the MIA. Accordingly, Bursa Malaysia complies with
paragraph 15.09(1)(c)(i) of the MMLR.
The Board reviews annually the term of office of the AC members. The Board
also assesses the performance of the AC and its members through annual
board committee effectiveness evaluation and is satisfied that they are able to
discharge effectively their functions, duties and responsibilities in accordance
with the TOR of the AC, thereby supporting the Board in ensuring appropriate
CG standards within the Group.
Terms of Reference
The AC's TOR was reviewed by the AC on 23 November 2010 and approved by
the Board on 29 November 2010. It is available on Bursa Malaysia's website
under About Us - CG section. The authority and responsibilities of the AC are
provided on page 177 of the Annual Report for easy reference.
Meetings
The AC held five meetings in 2010, all of which were held without the presence
of other directors and employees, except when their attendance was at the
invitation of the AC. The Head/Acting Head of Group IA and Departmental Heads
of the respective IA functions were present at all AC meetings to present the IA
reports to the AC. Relevant management members of the audit subjects were
invited to brief the AC on specific issues arising from relevant audit reports.
The previous lead audit partner of the External Auditors responsible for
the Group, Encik Abdul Rauf bin Rashid, presented the auditors' report on
the annual audited financial statements for FY2009 on 2 February 2010.
With the shareholders' approval at the 33rd AGM of Bursa Malaysia of the
appointment of Ernst & Young as External Auditors for FY2010, and in
accordance with the Auditor's Independence Policy of the Group which
requires the lead audit partner to be subject to a five-year rotation with a
five-year cooling-off period, the previous lead audit partner, Encik Rauf bin
Rashid who had been the lead audit partner for the past five years, was
replaced by Encik Chan Hooi Lam in 2010. The new (and current) lead
audit partner of the External Auditors presented the auditors' review of the
unaudited quarterly financial statements for FY2010. The AC also met with
the External Auditors on two occasions in 2010 (on 2 February 2010 and
14 July 2010) and on one occasion in 2011 (26 January 2011), without the
presence of the Executive Director, management or Internal Auditors. These
meetings were to enquire on management's cooperation and proficiency in
financial reporting function, particularly in relation to applicable FRS and to
allow the External Auditors to raise with the AC any matter they considered
required the AC's attention.
Deliberations during the AC meetings, including the issues discussed and the
rationale for decisions, were recorded. Minutes of AC meetings were tabled for
confirmation at the next AC meeting and subsequently presented to the Board
for notation. The AC Chairman presented the AC's recommendations, together
with the rationale, to the Board for approval of the annual and quarterly
financial statements as well as declarations of dividends. The AC Chairman
also conveyed to the Board matters of significant concern as and when raised
by the External Auditors or Internal Auditors.
Summary of Activities
The AC's activities during FY2010 encompassed the following:
Financial Reporting
In overseeing Bursa Malaysia's financial reporting, the AC reviewed
the quarterly financial statements for the fourth quarter of FY2009 and
the annual audited financial statements for FY2009 at its meeting on
2 February 2010. The quarterly financial statements for the first, second
and third quarters of FY2010 were reviewed at the AC meetings on
19 April 2010, 14 July 2010 and 18 October 2010 respectively. On
26 January 2011, the AC reviewed the quarterly financial statements for
the fourth quarter of FY2010 and the annual audited financial statements
for FY2010. The AC's recommendations were presented to the respective
subsequent Board meetings for approval.
External Audit
The AC deliberated the External Auditor's report at its meeting on
2 February 2010 with regard to the relevant disclosures in the
annual audited financial statements for FY2009. The AC also
considered suggestions for improvement in the accounting
procedures and internal control measures.
The AC reviewed the External Auditor's Annual Plan 2010, including
the non-recurring non-audit services and corresponding fees for
FY2010 at its meeting on 2 February 2010 and was satisfied that
the services provided by the External Auditor did not impair its
audit independence. Among the non-recurring non-audit services
provided by the External Auditor for FY2010 were technical advice
on strategic projects, review of transfer pricing documentation,
advice on FRS 139 and FRS 7, Islamic securities selling and
buying, ad-hoc tax advisory fees and Goods and Services Tax
implementation.
The AC was also satisfied with the External Auditor's technical
competency, based on its annual evaluation of their performance,
and with the reasonableness of audit fees. With that, the AC further
recommended for the Board's approval their appointment as
External Auditors in respect of FY2010.
On 18 October 2010, the AC reviewed the External Auditors'
Audit Planning Memorandum comprising their scope of work
and proposed fees for the statutory audit and review of the
Internal Control Statement for FY2010. The proposed fees were
recommended by the AC to the Board for approval on 19 October
2010.
On 26 January 2011, the performance of the external audit function
was reviewed and assessed based on agreed performance criteria
as set out in the External Auditors' Audit Planning Memorandum
for FY2010. Feedback on the conduct of the external audit was
obtained from the management. The AC was satisfied with the
performance of the External Auditors and with that, recommended
reappointment of the External Auditors for FY2011.
Internal Audit
The GIA conducted the audit activities as planned in the 2010
Audit Plan which was approved by the AC on 23 November 2009.
The Acting Head of Group IA presented to the AC at every AC
meeting the Group IA's reports on the status and progress of IA
assignments, including a summary of audit reports issued, audit
recommendations provided by Internal Auditors and management's
response to those recommendations. Non-audit assignments were
also presented covering the evaluation of system readiness on key
system development projects such as hosting of Bursa Malaysia
Derivatives products on the CME Globex® electronic trading platform,
the post-implementation review of projects such as BTS and ETP,
tender evaluation and the monitoring of employees' dealings
in securities.
At the meeting on 2 February 2010, the AC deliberated on the
results of the Head of Group IA's 2009 Balanced Scorecard and
KPIs. The GIA's 2010 Balanced Scorecard and KPIs were considered
and approved on 19 April 2010.
At the meeting on 19 April 2010, the AC reviewed the results of
Group IA's Customer Satisfaction Survey for 2009 which included an
analysis of IA's strengths and weaknesses and action plans to improve
audit services to IA's customers. Overall, the results indicated that
IA's customers were generally satisfied with the performance of the
IA function.
On 19 April 2010, the Acting Head of Group IA presented the
post-mortem report for the Annual IA Plan of 2009 which provided
an overall indication of the adequacy and effectiveness of controls
implemented.
At the meeting on 23 November 2010, the AC considered the
adequacy of scope and comprehensive coverage of the Group's
activities, and approved the IA's Annual Audit Plan for 2011.
On 23 November 2010, the AC reviewed the annual Internal Control
Statement and the Risk Management Statement to be published in the
Annual Report.
Internal Audit Function
The Group IA reports directly to the AC, which determines the adequacy of
the scope, function and resources of IA function. The Group IA comprises
12 auditors: the CIA, three Departmental Heads and eight Internal Auditors to
ensure the proper performance of the IA function. The CIA was appointed on
1 January 2011. Prior to the appointment of the CIA, the role was assumed
by the Acting Head of Group IA when the previous Head of Group IA retired in
February 2010.
The purpose of the IA function is to provide the Board, through the AC, with
reasonable assurance of the effectiveness of the system of internal control in
the Group. The work of the IA function is carried out through a programme of
regular reviews and assessments based on the Annual IA Plan. For 2010, a
risk-based approach was adopted. The selection of audit assignments took
into consideration the risk profiles of each division which were also mapped
to the Corporate Risk Profile approved by the Board. The main activities of the
IA function include:
Performing operational audits on the following areas:
Core Business and Support Services functions of the Group;
Quarterly stock count of CDS scrip maintained by Bursa Malaysia
Depository;
System administration and support; and
Reviewing compliance with the Group's Guidelines on Handling
COI, where conflict may exist between the interest of the Group
and the proper performance of its regulatory duties.
Performing IS and IT audits on the following areas:
Facilities management functions supporting the core application
systems of the Group;
IT project management of the Group;
Systems development and maintenance of core application
systems of the Group; and
IT related functions supported by third party vendors.
Providing assurance and performing compliance review for:
Tenders and significant procurement exercises;
System Readiness Review on key system development projects
and post-implementation of the projects;
Monitoring employees' compliance with the Securities Transaction
Policy; and
Undertaking investigations into any suspicion of fraud or reported
operational failures within the Group.
The results of the audits provided in the IA reports were reviewed by the AC.
The relevant management of the audit subject was made responsible for
ensuring that corrective actions on reported weaknesses were taken within
the required time frame. The Group IA conducted follow-up audits to ensure
that management's corrective action was implemented appropriately and to
provide an update on the status of such action in their subsequent IA reports.
In this respect, the IA has added value by improving the control processes
within the organisation.
All IA activities for FY2010 were conducted by the in-house audit team. There
were no areas of the IA function which were outsourced. The total costs
incurred by Group IA for the IA function of the Group in 2010 amounted to
RM2,064,245.