Bursa Malaysia • Annual Report 2013
70
Audit Committee Report
COMPOSITION AND ATTENDANCE
The Audit Committee (AC) comprises five members, all of whom are Non-Executive
Directors (NEDs), four being Independent NEDs and one a Public Interest Director
(PID) who also satisfies the test of independence under the Main Market Listing
Requirements (MMLR). This meets the requirements of paragraph 15.09(1)(b)
of the MMLR. The AC members and their attendance records are outlined in the
Corporate Governance Statement.
The AC Chairman, Tan Sri Datuk Dr. Abdul Samad Haji Alias, is a Fellow of the
Institute of Chartered Accountants, Australia, a member of the Malaysian Institute
of Accountants, and a member of the Malaysian Institute of Certified Public
Accountants. Accordingly, Bursa Malaysia complies with paragraph 15.09(1)(c)(i)
of the MMLR.
The Board reviews annually the terms of office of the AC members and assesses
the performance of the AC and its members through an annual Board Committee
effectiveness evaluation. The Board is satisfied that the AC and its members have
been able to discharge their functions, duties and responsibilities in accordance
with the Terms of Reference of the AC which are available on Bursa Malaysia’s
website, thereby supporting the Board in ensuring appropriate Corporate
Governance (CG) standards within the Group.
MEETINGS
The AC held five meetings in 2013 without the presence of other Directors
and employees, except when their attendance was requested by the AC. The
Chief Executive Officer (CEO) was invited to all AC meetings to facilitate direct
communication as well as to provide clarification on audit issues and the operations
of the Group. The Senior Executive Vice President, Group Internal Audit who is also
the Head of Group Internal Audit (GIA) and Departmental Heads of the respective
GIA functions were present at all AC meetings to table the respective Internal Audit
(IA) reports.The relevant Management of the audit subjects were invited to brief the
AC on specific issues arising from the relevant audit reports.
As part of the AC’s efforts to ensure the reliability of Bursa Malaysia’s quarterly
financial statements and compliance with applicable Financial Reporting
Standards (FRS), External Auditors were engaged to conduct a limited review of
Bursa Malaysia’s quarterly financial statements before these were presented to the
AC for review and recommendation for the Board’s approval and adoption. In this
respect, the lead audit engagement partner of the External Auditors responsible
for the Group attended four AC meetings in 2013 to present the auditors’ report
on the annual audited financial statements for 2012, as well as the auditors’
review reports on the unaudited quarterly financial statements together with the
cumulative quarters for 2013.
The Board presents the Audit Committee Report which provides insights into the manner
in which the Audit Committee discharged its functions for the Group in 2013.
During the first meeting between the External Auditors and the AC in 2013, the
AC sought the External Auditors’ confirmation that they had been given unfettered
access to information and co-operation from the Management in the course of
audit. In the AC meetings, the External Auditors were invited to raise any matter
they considered important for the AC’s attention. The AC Chairman obtained
confirmation from the External Auditors that the Management had given its full
support and unrestricted access to information as required by the External Auditors
to perform their duties.
In addition to the meetings held between the AC and the External Auditors during
AC meetings where the External Auditors were given opportunities to raise
any matters without the presence of Management, the AC members also gave
unrestricted access to the External Auditors to contact them at any time should
they become aware of incidents or matters in the course of their audits or reviews.
Deliberations during the AC meetings, including the issues tabled and rationale
adopted for decisions, were recorded. Minutes of the AC meetings were tabled for
confirmation at the following AC meeting and subsequently presented to the Board
for notation. In 2013, theAC Chairman presented to the Board the recommendations
of the Committee for approval of the annual and quarterly financial statements as
well as declaration 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 2013 encompassed the following:
1. Financial Reporting
a.
In overseeing Bursa Malaysia’s financial reporting, the AC reviewed
the quarterly financial statements for the fourth quarter of 2012 and
the annual audited financial statements of 2012 at its meeting on 29
January 2013. The quarterly financial statements for the first, second
and third quarters of 2013 which were prepared in compliance with
the Malaysian Financial Reporting Standards 134: Interim Financial
Reporting, International Accounting Standards 34: Interim Financial
Reporting and paragraph 9.22, including Appendix 9B of the MMLR,
were reviewed at the AC meetings on 16 April 2013, 16 July 2013 and
21 October 2013 respectively (AC Meetings in 2013). On 27 January
2014, the AC reviewed the quarterly financial statements for the fourth
quarter of 2013 and the annual audited financial statements for 2013.
The AC’s recommendations were presented at the respective Board
meetings held subsequently for approval.
Governance
