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Report Report Document Transcript

  • Eu Peng Meng @ Leslie Eu(Chairman and Independent Non-Executive Director)Dato’ (Dr) Yahya Bin Ismail(Independent Non-Executive Director)Mej Jen Dato’ Haron Bin MohdTaib (B)(Independent Non-Executive Director)(Demised on 17.08.2011)Dato’ Cheong Keap Tai(Independent Non-Executive Director)Malaysian, aged 83, was appointed to the Board on 6April 1984 as an Independent Non-Executive Director.He is also a member of the Audit Committee. He wasformerly with the Government and his last appointmentwas as Director General of the National LivestockAuthority Malaysia. He was also with the TotalisatorBoard Malaysia from 1982 to 1990 and served as itsChairman from 1986. Dato’ Yahya is a Director of YTLPower International Berhad which is listed on the MainMarket of Bursa Malaysia Securities Berhad. He also sitson the board of Metroplex Berhad and Pintar Projek SdnBhd, the Manager of Starhill Real Estate InvestmentTrust.Dato ’ Cheong Keap TaiMalaysian, aged 63, was appointed to the Board on 30September 2004 as an Independent Non-ExecutiveDirector. He is also a member of the Audit Committee.Dato’ Cheong graduated from the University of Singaporewith a Bachelor of Accountancy. He is a Chartered
  • Accountant of Malaysian Institute of Accountants, amember of the Malaysian Institute of Certified PublicAccountants, member of Malaysian Institute of Taxationand Licensed Tax Agent and a member of the Instituteof Chartered Secretaries and Administrators. Dato’Cheong was the Executive Director and Partner ofCoopers & Lybrand and upon its merger with PriceWaterhouse was the Executive Director and Partner ofPricewaterhouseCoopers until his retirement in December2003. He is currently also a director of YTL Land &Development Berhad, YTL e-Solutions Berhad, GromutualBerhad and several private limited companies.Eu Peng Meng @ Leslie EuMalaysian, aged 76, was appointed to the Board on 31March 2003 as an Independent Non-Executive Director.He is also the Chairman of the Audit Committee. MrLeslie Eu graduated with a Bachelor of Commerce degreefrom the Republic of Ireland. He is a Fellow of theChartered Institute of Logistics and Transport and wasone of the founding directors of Global Maritime VenturesBerhad. He has been in the shipping business for morethan 40 years. He was the first Chief Executive Officer ofMalaysian International Shipping Corporation Berhadfrom the company’s inception in 1969 until his earlyretirement in 1985. Mr Leslie Eu was a board member
  • of Lembaga Pelabuhan Kelang from 1970 to 1999 andLloyd’s Register of Shipping (Malaysia) Bhd from 1983 to2009. In 1995, he was presented the Straits ShipperTransport Personality award by the Minister of Transport.He was appointed by the United Nations Conference onTrade and Development as one of the 13 experts toassist the developing nations in establishing their maritimefleets. Mr Leslie Eu presently serves on the board ofseveral public companies such as YTL Cement Berhadand YTL Land & Development Berhad, all listed on theMain Market of Bursa Malaysia Securities Berhad. He isalso a director of Pintar Projek Sdn Bhd, the Manager ofStarhill Real Estate Investment Trust.TERMS OF REFERENCEPrimary PurposesThe Committee shall:1. Provide assistance to the Board in fulfilling itsfiduciary responsibilities relating to the corporateaccounting and practices for YTL Corporation Berhadand its subsidiaries (“Group”).2. Assist to improve the Group’s business efficiency,the quality of the accounting function, the systemof internal controls and the audit function tostrengthen the confidence of the public in theGroup’s reported results.
  • 3. Maintain through regularly scheduled meetings, adirect line of communication between the Boardand the external auditors as well as internalauditors.4. Enhance the independence of both the external andinternal auditors’ function through active participationin the audit process.5. Strengthen the role of the Independent Directors bygiving them a greater depth of knowledge as to theoperations of the Company and of the Groupthrough their participation in the Committee.6. Act upon the Board of Directors’ request toinvestigate and report on any issues or concerns inregard to the management of the Group.7. Review existing practices and recommend toManagement to formalise an ethics code for allexecutives and members of the staff of the Group.8. Create a climate of discipline and control to reduceincidence of fraudMembership1. The Committee shall be appointed by the Boardfrom amongst their number and shall comprise nofewer than three (3) members, all of whom must benon-executive directors, with a majority of thembeing Independent Directors.2. At least one member of the Audit Committee:-
  • (a) must be a member of the Malaysian Instituteof Accountants; or(b) if he is not a member of the Malaysian Instituteof Accountants, he must have at least 3 years’working experience and:-(i) he must have passed the examinationsspecified in Part I of the 1st Schedule ofthe Accountants Act 1967; or(ii) he must be a member of one of theassociations of accountants specified inPart II of the 1st Schedule of theAccountants Act 1967 or(c) fulfils such other requirements as prescribed orapproved by Bursa Malaysia Securities Berhad(“Bursa Securities”).3. The Board must ensure that no alternate Director isappointed as a member of the Audit Committee.4. The members of the Committee shall elect aChairman from amongst their number who shall bean Independent Director.. Carry out any other function that may be mutuallyagreed upon by the Committee and the Boardwhich would be beneficial to the Company andensure the effective discharge of the Committee’sduties and responsibilities.
  • Meetings1. To form a quorum in respect of a meeting of theCommittee, the majority of members present mustbe Independent Directors.2. The Committee shall meet at least five (5) times ayear, although additional meetings may be called atany time at the Audit Committee Chairman’sdiscretion. An agenda shall be sent to all membersof the Committee and any other persons who maybe required/invited to attend. All meetings to reviewthe quarterly results and annual financial statements,shall be held prior to such quarterly results andannual financial statements being presented to theBoard for approval.3. Notwithstanding item 2 above, upon the request ofany member of the Committee, the external auditorsor the internal auditors, the Chairman of theCommittee shall convene a meeting of theCommittee to consider any matter which should bebrought to the attention of the Directors orshareholders.4. The external auditors have the right to appear andbe heard at any meeting of the Committee andshall appear before the Committee when requiredto do so by the Committee.
  • 5. The Committee may invite any Board member orany member of the Management within theCompany who the Committee thinks fit to attendits meetings to assist in resolving and clarifyingmatters raised in audit reports.6. The internal auditors shall be in attendance atmeetings of the Committee to present and discussthe audit reports of findings and the recommendationsrelating thereto and to follow up on decisions madeat these meetings.7. The Committee may establish any regulations fromtime to time to govern its administration.Retirement And ResignationIn the event of any vacancy in the Audit Committeeresulting in the non-compliance of subparagraph 15.09(1)of the Main LR, the Company must fill the vacancywithin 3 months.Minutes1. The Secretary shall cause minutes to be duly enteredin the books provided for the purpose of allresolutions and proceedings of all meetings of theCommittee. Such minutes shall be signed by theChairman of the meeting at which the proceedingswere held or by the Chairman of the next succeedingmeeting and if so signed, shall be conclusive
  • evidence without any further proof of the factsthereon stated.2. Minutes of each meeting shall also be distributed tothe members of the Committee prior to eachmeeting.3. Detailed minutes of the Committee’s meetings willbe made available to all Board members. A summaryof significant matters and resolutions will be reportedto the Board by the Committee.4. The books containing the minutes of proceedings ofany meeting of the Committee shall be kept by theCompany at the registered office of the Companyand shall be opened to the inspection of anymember of the Committee and of the Board.SecretaryThe Secretary to the Committee shall be the CompanySecretary.ACTIVITIESIn line with the terms of reference of the Committee,the following activities were carried out by the Committeeduring the financial year ended 30 June 2011 indischarging its functions:-1. Review of the external auditors’ scope of work andtheir audit plan.2. Reviewing with the external auditors on the findings
  • of their audit, the audit report and internal controlrecommendations in respect of contmanagement’s responses thereto and ensure thatmaterial findings are adequately addressed bymanagement.4. Review of the quarterly results and annual financialstatements to ensure compliance with the Main LR,applicable approved accounting standards and otherstatutory and regulatory requirements prior torecommending for approval by the Board ofDirectors.5. Review of the related party transactions entered intoby the Group.6. Review of the adequacy and competency of theinternal audit function and the profiles of theinternal auditors.7. Review of the Audit Committee Report andStatement on Internal Control and recommend tothe Board for approval prior to their inclusion in theCompany’s Annual Report.INTERNAL AUDIT ACTIVITIESThe activities of the internal audit function during theyear under review include:-1. Developing the annual internal audit plan andproposing this plan to the Audit Committee.
  • 2. Conducting scheduled and special internal auditengagements, focusing primarily on the effectivenessof internal controls and recommending improvementswhere necessary.3. Conducting follow-up reviews to assess if appropriateaction has been taken to address issues highlightedin previous audit reports.4. Presenting audit findings to the Audit Committeefor consideration.5. Conducting recurrent related party transactionsreviews to assess accuracy and completeness ofreporting.Costs amounting to approximately RM1,730,536 wereincurred in relation to the internal audit function for thefinancial year ended 30 June 2011.NUM BER OF MEETINGS HELD AND DETAILS OFATTENDANCEDuring the financial year, a total of 7 Audit CommitteeMeetings were held and the details of attendance are asfollows:-AttendanceEu Peng Meng @ Leslie Eu 7Dato’ (Dr) Yahya Bin Ismail 6Mej Jen Dato’ Haron Bin Mohd Taib (B)(Demised on 17.08.2011)
  • 6Dato’ Cheong Keap Tai 769The Audit CommitteeThe Company has in place an Audit Committee whichcomprises 4 Non-Executive Directors in compliance withthe Code and the Listing Requirements which require allthe members of the Audit Committee to be Non-Executive Directors.The Audit Committee holds quarterly meetings to reviewmatters including the YTL Corp Group’s financialreporting, the audit plans for the financial year andrecurrent related party transactions, as well as todeliberate the findings of the internal and externalauditors.The Audit Committee met 7 times during the financialyear ended 30 June 2011. Full details of the composition,complete terms of reference and a summary of theactivities of the Audit Committee during the financialyear are set out in the Audit Committee Report in thisAnnual Report.Financial ReportingThe Directors are responsible for ensuring that financialstatements are drawn up in accordance with theCompanies Act 1965 and Financial Reporting Standards
  • in Malaysia. In presenting the financial statements, theCompany has used appropriate accounting policies,consistently applied and supported by reasonable andprudent judgments and estimates to present a true andfair assessment of the Company’s position and prospects.Quarterly financial statements were reviewed by theAudit Committee and approved by the Board prior torelease to Bursa Securities and the SecuritiesCommission.The Statement by Directors made pursuant to Section169 of the Companies Act 1965 is set out in this AnnualReport.Internal Control and Internal AuditThe Board acknowledges its overall responsibility formaintaining a sound system of internal control tosafeguard the investment of its shareholders and the YTLCorp Group’s assets. Details of the YTL Corp Group’ssystem of internal control and its internal audit functionsare contained in the Statement on Internal Control andthe Audit Committee Report in this Annual Report.Options committee