Purpose
To assist the Board of Directors in fulĮlling its responsibiliƟes for the oversight of:
•
The Įnancial reporƟng process.
•
The system of risk management and internal control.
•
The audit process.
•
The process for monitoring compliance with laws and regulaƟons and Digi’s code of conduct.
To report to the Board of Directors and the shareholders the ARC’s acƟviƟes and issues, and the ARC’s composiƟon, responsibiliƟes and how they were discharged, and any other informaƟon
required by rule, including approval of non-audit services.
Authority
The ARC shall have unrestricted access to external auditors, internal auditors (hereinaŌer referred to as “Assurance”) and employees of Digi and is authorised by the Board to invesƟgate any acƟvity
within its terms of reference and to:
•
Obtain external legal or other independent professional advice as necessary.
•
Appoint, remunerate, and oversee the work of any registered public accounƟng Įrm employed by Digi.
•
Pre-approve all audiƟng and non-audit services provided by the external auditors.
•
If deemed necessary, convene meeƟngs with the external auditors, Assurance or both, excluding the aƩendance of the other Directors and Management.
•
Resolve any disagreements between Management and the external auditors regarding Įnancial reporƟng.
Membership
The ARC shall be appointed by the Board from amongst the Directors and shall consist of not less than three members. All members shall be non-execuƟve directors, a majority of whom shall be
Independent Directors. All members shall be Įnancially literate and at least one member must be a member of the Malaysian InsƟtute of Accountants or possess such other qualiĮcaƟons and
experience as approved by Bursa Malaysia SecuriƟes Berhad (“Bursa SecuriƟes”).
A quorum shall consist of two members and a majority of the members present must be Independent Directors. If a member of the ARC resigns, dies or for any other reason, ceases to be a member
with the result that the number of members is reduced to below three, the Board of Directors shall, within three months of that event, appoint such number of new members as may be required
to make up the minimum number of three members.
Chairman
The Chairman of the ARC shall be an Independent Director appointed by the Board. He shall report on each meeƟng of the ARC to the Board.
AUDIT & RISK COMMITTEE REPORT
TERMS OF REFERENCE
67
