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AirAsia X Berhad • Annual Report 2014
AUDIT COMMITTEE REPORT
C. Authority and powers of the AC
In carrying out its duties, an AC shall, at the cost of the Company:
• have authority to investigate any matter within its terms of reference;
• have the resources in order to perform its duties as set out in terms of reference;
• have the support from the Company management to perform its duties;
• have full, free and unrestricted access to the Company’s records, properties,
personnel and other resources;
• have full and unrestricted access to any information regarding the Group and
Company;
• have direct communication channels with the external auditor; and person(s)
carrying out the internal audit/quality assurance function;
• have ability to obtain external legal or other independent professional or other
advice or other necessary resources to perform its duties; and
• have meetings with the external auditor, excluding the attendance of other
directors and employees of the Company, whenever deemed necessary.
Should the AC is of the view that a matter reported by it to the Board has not been
satisfactorily resolved, resulting in a breach of the MMLR of Bursa Malaysia, the AC
must promptly report such matter to Bursa Malaysia.
D. Meetings
• The AC shall meet at least four (4) times a year and such additional meetings as
the Chairman shall decide.
• The AC meeting quorum shall be at least two (2) members where the majority of
members present must be independent directors.
• The External Auditor has the right to appear and be heard at any meeting of the
AC and shall appear before the AC when required to do so.
• The Chief Financial Officer and the Head of Internal Audit of the Company
shall normally be invited to attend the meetings to assist in the deliberations
and resolution of matters raised. At least twice a year, the AC shall meet with
the external auditor without the presence of management. The Chairman of
the Board, the Chief Executive Officer, Chief Financial Officer, the Company’s
management or any other external professionals may also be invited to attend
the AC meetings, when their expertise is required.
• The Company Secretary shall act as Secretary of the AC and shall be responsible,
with the concurrence of the Chairman, for drawing up and circulating the
agenda and the notice of meetings together with the supporting explanatory
documentation to members prior to each meeting.
• The Secretary of the AC shall be entrusted to record all proceedings and minutes
of all meetings of the AC. The Secretary of the AC shall circulate the draft
minutes to the Chairman within fourteen (14) calendar days of the AC Meeting,
for the Chairman’s approval ahead of distribution to the AC members with at
least seven (7) calendar days notice prior to the AC Meeting. Reasonable time
should be given for AC members and to other attendees as appropriate, to
consider all relevant papers and materials prior to the AC meeting.
• In addition to the availability of detailed minutes of the AC Meetings to all Board
members, the AC at each Board Meeting will report a summary of significant
matters resolutions.
ACTIVITIES OF THE AC DURING THE YEAR
A summary of the activities performed by the AC during the financial year ended 31
December 2014 (“financial year”) is set out below.
Composition of the AC and Attendance of meetings
A total of six (6) meetings were held during the financial year and the details of the
attendance of the AC members were as follows:
Name
Directorship
Number of meetings
attended
Dato’ Yusli Bin
Mohamed Yusoff
(Chairman of AC)
Independent Non-Executive
Director
6
Tan Sri Asmat Bin Kamaludin Independent Non-Executive
Director
6
Lim Kian Onn
Non-Independent Non-
Executive Director
6
The AC meets on a scheduled basis. The Acting CEO, the Chief Financial Officer, Head of
Legal and the Head of Internal Audit are invited to attend the meetings to assist in the
deliberations as and when necessary. The representatives of the external auditors, Messrs
PricewaterhouseCoopers (“PwC”) are also invited to discuss their management letters,
audit plan and other matters deemed relevant.
Financial Reporting
• Reviewed and deliberated on the quarterly financial announcements and annual
audited financial statements prior to submission to the Board for consideration and
approval.
Internal Audit
• Reviewed and approved the Audit Charter for Internal Audit Department.
• Reviewed and approved the Internal Audit Plan 2015.
• Reviewed the results of operational audit reports and monitor the implementation of
management action plans in addressing and resolving issues.
• Provided assistance to the appointed external auditor in all oversight of the operational
audits on each quarterly review.
