TOR Audit Committee - National Refinery Limited

TERMS OF REFERENCE OF BOARD AUDIT COMMITTEE

(a) Determination of appropriate measures to safeguard the company’s assets;
(b) Review of preliminary announcements of results prior to external communication and publication;
(c) Review of 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;
• Compliance with the code of corporate governance regulations and other statutory and regulatory requirements; and
• All related party transactions.
(d) Facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);
(e) Review of management letter issued by external auditors and management’s response thereto;
(f) Ensuring coordination between the internal and external auditors;
(g) Review of the scope and extent of internal audit, audit plan, reporting framework and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed;
(h) Consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management's response thereto;
(i) Ascertaining that the internal control systems including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and reporting structure are adequate and effective;
(j) Review of company’s statement on internal control systems prior to endorsement by the Board of Directors and internal audit reports;
(k) Instituting 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;
(l) Determination of compliance with relevant statutory requirements;
(m) Monitoring compliance with the code of corporate governance regulations and identification of significant violations thereof;
(n) Review of arrangement for staff and management to report to audit committee in confidence, concerns, if any, about actual or potential improprieties in financial and other matters and recommend instituting remedial and mitigating measures;
(o) Recommend to the Board of Directors the appointment of external auditors, their removal, audit fees, the provision of any service permissible to be rendered to the company by the external auditors in addition to audit of its financial statements, measures for redressal and rectification of non-compliances with the Regulations; and
(p) Consideration of any other issue or matter as may be assigned by the Board of Directors.