Board Audit Committee
Constitution
The Audit Committee (the Committee) is a Committee of the Board constituted by a resolution of the Board dated June 28, 2002. The terms of reference of the Committee is as under:-
Membership
The Committee shall be appointed by the Board and shall comprise
of not less than three members majority of whom shall be non-executive
Directors. Two members shall constitute a quorum. In case
if any member is out of country then he can appoint any other
director as his replacement for the period, however, such
replacement should be in a manner that the majority of the
members of the committee shall always consist of non-executive
directors. The period of appointment shall be determined by
the Board who shall have the powers to remove members or add
new members at anytime.
The Chairman of the Committee who should be a non executive
director, shall be appointed by the Board.
The Board Audit Committee currently consists of the following
Directors:
| Haroun
Rashid |
Chairman |
Non-Independent
Non-Executive Director |
| Mustapha
A. Chinoy |
|
Non-Independent
Non-Executive Director |
| Mr. Roderick Macdonald, MBE |
|
Non-Executive Director |
Frequency of meetings
Meetings of the Committee shall be held not less than four
times a year.
Attendance at meetings
The Committee, at its discretion, may require the Chief Executive, Finance Director and other Senior Management to attend meetings and provide information and explanations relevant to the Company and its operations as outlined below. The Committee may, again at its discretion, ask the company’s external auditors to attend meetings and answer questions relating to the company’s financial controls and audit procedures. The committee may also invite other non-executive Directors to its meetings as appropriate.
Specific and general areas of activity which the committee is required to monitor and oversee on behalf of the board
The Audit Committee shall;
| a |
be responsible for recommending to the Board of Directors the appointment of external auditors by the company’s shareholders and shall consider any questions of resignation or removal of external auditors, audit fees and provision by external auditors of any service to the listed company in addition to audit of its financial statements, |
| b |
determine appropriate measures to safeguard the listed company’s assets, |
| c |
review preliminary announcements of results prior to publication, |
| d |
review quarterly, half-yearly and annual financial statements of the company, prior to their approval by the Board of Directors, focusing on: |
| |
| - |
major judgmental areas; |
| - |
significant adjustments resulting from the audit; |
| - |
the going-concern assumption; |
| - |
any changes in accounting policies and practices; |
| - |
compliance with applicable accounting standards; and |
| - |
compliance with listing regulations and other statutory and regulatory requirements. |
|
|
| e |
facilitate the external audit and conduct discussion with external auditors on major observations arising from interim and final audits and on any matter that the auditors may wish to highlight (in the absence of management, where necessary), |
| f |
review of management letter issued by external auditors and management’s response thereto, |
| g |
ensure coordination between the internal and external auditors of the company, |
| h |
review the scope and extent of internal audit and ensure that the internal audit function has adequate resources and is appropriately placed within the company, |
| i |
consider major findings of internal investigations and management’s response thereto, |
| j |
ascertain that the internal control system including financial and operational controls, accounting system and reporting structure are adequate and effective, |
| k |
review the company’s statement on internal control systems prior to endorsement by the Board of Directors, |
| l |
institute special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the Chief Executive and to consider remittance of any matter to the external auditors or to any other external body, |
| m |
determine compliance with relevant statutory requirements, |
| n |
monitor compliance with the best practices of corporate governance and identify significant violations thereof, and |
| o |
consider any other issue or matter as may be assigned by the Board of Directors. |
Reporting procedures
The Committee shall report to the Board through its Chairman, it may raise any matter within its terms of reference and may make comments and make proposals. The Secretary shall circulate the minutes of meetings of the Committee after their approval by the committee Chairman to all members of the Board. |
