- Review the quarterly results and annual financial statements of the Company and Group.
- Review with the Group’s Counsel, any legal matter that could have a significant impact on the Group’s financial statements (as and when necessary).
- Assess the quality and effectiveness of the systems of internal control and the efficiency of the Group’s operations.
- Assess the internal process for determining and managing key risks.
- Review the evaluation by the internal and external auditors of the Group's system.
- Review external audit reports and Management's response and ensure that appropriate action is taken.
- Approve the Internal Audit Charter and review the adequacy of internal audit function.
- Review the internal audit programme and results of the internal audit process and, ensure appropriate actions are taken.
- Approve any appointment or termination of senior staff members.
- Review appraisals or assessments of performance of Chief Internal Auditor and his Deputy.
- Take cognisance of resignations of internal audit staff members.
- Direct any special investigations to be carried out by Internal Audit and consider the major findings and management’s response.
- Recommend the nomination of external auditors, audit fees and any question of resignation or dismissal of external auditors.
- Discuss with external auditor on the nature and scope of the audit functions.
- Discuss problem and reservation arising from the internal and final audits.
- Review the external auditor’s management letter and Management response.
- Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of Management’s investigation and follow up (including disciplinary action) of any instances of non-compliance.
- Review the findings of any examinations by regulatory authorities.
- Obtain regular updates from Management and Group’s legal counsel regarding regulatory compliance matters.
- Review and consider any related party transaction and conflict of interest situation.
- Annually review and reassess the adequacy of the Terms of Reference of the Audit Committee (if necessary).
- Verify the allocation of employee share options to the Group’s eligible employees in accordance with the Listing Requirements.
- Perform any other duties as directed by the Board.
- Propose to the Board suitable candidates for appointment as Directors, Managing Director/Group Chief Executive Officer and Executive Directors.
- Propose to the Board the membership and Chairmanship of Board Committees.
- Review annually the Board structure, size, balance and composition.
- Propose succession planning for the Managing Director/Group Chief Executive Officer, Executive Director (if any) and Chief Level Officers.
- Recommend Directors who are retiring (by rotation) for re-election at the Company’s Annual General Meeting(s).
- Deliberate and recommend any termination of membership of any Director of the Company (if necessary).
- Ensure that all Board appointees undergo the necessary training.
- Provide for adequate training and orientation for new directors.
- Assess annually the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual Director, including Independent Non-Executive Directors, as well as the Managing Director/Group Chief Executive Officer and Executive Director (if any).
- Establish and recommend to the Board the remuneration framework, structure and policy of the Managing Director/Group Chief Executive Officer, Executive Directors (if any) and Chief Level Officers.
- Recommend to the Board, the terms of employment of the Managing Director/Group Chief Executive Officer and the Executive Directors (if any).
- Recommend to the Board proposal on the Managing Director/Group Chief Executive Officer’s and Executive Director’s (if any) remuneration and benefit
- Recommend to the Board performance contracts and key performance indicators (“KPIs”) for the Managing Director/Group Chief Executive Officer and the Executive Director (if any) and to assess their performance against these KPIs.
- Recommend to the Board compensation commitments/severance payments for the Managing Director/Group Chief Executive Officer or Executive Director (if any) or any of the Chief Level Officers in the event of termination of the employment/service contracts (if necessary) by the Company and/or the Group.
- Recommend to the Board the remuneration package and terms of employment of the Chief Level Officers.
- Recommend to the Board KPIs for the Chief Level Officers and assess their performance against these KPIs.
- Recommend to the Board, bonus payment for the Managing Director/Group Chief Executive Officer, Executive Directors (if any) and Chief Level Officers.
- Consider other matters as may be referred to the Committee by the Board.
- Deliberate and thereafter recommend to the Board of Directors for endorsement, the proposed appointment of Directors and their remuneration package at Pos Malaysia’s active and operating subsidiaries, associate companies and investee companies.
- Endorse the proposed appointment of Directors at Pos Malaysia’s active and operating wholly owned subsidiaries, in the case where the proposed appointed Directors are employees of Pos Malaysia Group.
- Recommend Directors who are retiring (by casual vacancy and by rotation) for re-election at the Company’s Annual General Meeting.
- Recommend Independent Director(s) who has/have served a cumulative term limit of nine (9) years for re-appointment at the Company’s Annual General Meeting.
Tender related matters
- Determine its own procedures.
- Appoint sub-committees for technical and commercial evaluations, if necessary.
- Approve qualified tenderers or any tender and quotation.
- May call for fresh tenders or quotation when it considers it advisable.
- The right to refuse release of any details of any tenderer, tender or quotation.
- Review and recommend to the Board for approval the Company’s procurement policies and procedures including general evaluation criteria, anti-corruption policy and codes of conduct.
- Oversee and monitor the overall implementation of the Company’s Procurement Policy Guidelines and review the efficiency and effectiveness of the Company’s procurement processes.
Related Party Transaction/Recurrent Related Party Transaction
- Review any related party transaction/recurrent related party transaction to be undertaken by the Company or the Group which involves tender evaluation to ensure appropriate tender evaluation is conducted by the Management before submitting to the Board Audit Committee.
- Provide oversight, guidance and direction to the Group’s risk management function and processes.
- Recommend the Group’s risk management policies, strategies and risk tolerance levels, and any proposed changes thereto for the Board’s consideration and approval.
- Ensure that Management integrates the necessary risk management processes into all business processes of the Group.
- Evaluate the effectiveness of the Enterprise Risk Management framework, risk management processes and support system to identify, assess, monitor and manage the Group’s key risks.
- Review the risk identification and management process developed by Management to confirm it is consistent with the Group’s strategy and business plan.
- Review Management’s assessment of risk on a quarterly basis and provide quarterly updates to the Board.
- Enquire Management and the independent auditor about the exposure to business, political, financial and control risks.
- Assess the steps/actions Management has implemented or wish to implement to manage and mitigate identifiable risk, including the use of hedging and insurance.
- Deliberate on compliance related matters of the Group and review the effectiveness of systems for monitoring compliance with laws and regulations.
- Review findings, material issues or non-compliances highlighted by the regulatory authorities.
- Deliberate, review and evaluate the existing compliance framework and to recommend measures for improvement by adopting the best practices.
- Review and ensure sustainability efforts are aligned to the Group’s long-term business and environment strategy.
- Ensure the effective management of significant and material economic, environment and social matters impacting the principal businesses of the Group.
- Ensure sustainability is integrated within key business strategies towards the collective achievement of sustainability goals across the Group.
- Provide a consolidated sustainability reporting and assurance to the Board to support the relevant statement(s) for disclosure in the Company’s annual report.
- Perform any other roles and responsibilities as may be required by the Board from time to time and/or which are related to the objectives of the Committee.