a) Whistle-blowing and fraud
i. To review the adequacy of the Company’s arrangements for its employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Audit Committee will ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow-up action.
ii. To review the Company’s fraud detection processes and procedures.
iii. To lead investigations in relation to any suspected cases of fraud.
b) Internal audit
i. To supervise the Company’s internal audit department to ensure its effectiveness in executing the activities and duties specified by the Board. [CGR Article 14 (c) 1]
ii. To review and approve the appointment and removal of the head of the internal audit function or an external party carrying out the internal audit function, as may be appropriate, from time to time;
iii. To review the internal audit procedures and prepare a written report on the findings and recommendations of internal audit. [CGR Article 14 (c) 2]
iv. To review and assess the annual internal audit plan / programs and ensure adequate coverage of all key functions of MEAHCO.
v. To review the internal audit reports related to the MEAHCO and pursue the implementation of corrective measures included in them. [CGR Article 14 (c) 3]
vi. To monitor management’s responsiveness to the findings and recommendations of the internal audit function.
vii. To ensure the internal audit function has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with relevant professional standards applicable to internal auditors.
viii. Meet the head of internal audit, or the external party carrying out the internal audit function, at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out. In addition, the head of internal audit, or the external party carrying out the internal audit function, shall be given the right of direct access to the Chairman of the Committee.
c) External audit
i. To recommend to the Board the appointment, dismissal and the remuneration of external auditors while giving due regard to the independence of such external auditors. [CGR Article 14 (c) 4]
ii. To supervise the activities of the external auditors and approve any activity beyond the scope of the audit work assigned to them. [CGR Article 14 (c) 5]
iii. To review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements.
iv. To review together with the external auditor the audit plan and make any comments or recommendations. [CGR Article 14 (c) 6]
v. To review the comments raised by external auditor on the MEAHCO consolidated financial statements and follow up the actions taken to address those comments [CGR Article 14 (c) 7]. This shall include, but not be limited, to the following:
i. any major issues which were identified during the audit;
ii. key accounting and audit judgments;
iii. level of errors identified during the audit; and
iv. the effectiveness of the audit process.
vi. To review any representation letters requested by the external auditor before being signed off by the management and the external auditor’s management letter and response to the auditor’s findings and recommendations.
d) Compliance Monitoring
i. Monitor and review the effectiveness of the Company’s compliance monitoring system relating to the Company’s compliance with its financial reporting obligations pursuant to the laws and regulations and regulatory requirements.
ii. Review the management’s investigations and actions on any acts of non-compliance.
iii. Obtain updates from the management as required and the Company’s legal counsel regarding compliance matters that may have a material impact on the financial statements compliance policies.
iv. Obtain assurances from the external auditors that all regulatory compliance matters relating to the business of the company have been considered in the preparation of the financial statements.
v. Review the budgets of the Company and provide comments and recommendations to the Board for approval of the annual budgets.
vi. Review and ensure that all related party transactions are in accordance with the applicable laws, regulations and guidelines of the CMA, the Code and the Company’s Conflict of Interest Schedule I: Information Disclosure and Transparency Policy
As approved pursuant to the Resolution passed by the Board of Directors of “Middle East Healthcare Company”, issued on 22.07.1436H (corresponding to 11.05.2015G), and adopted pursuant to the Resolution passed by the General Assembly of Middle East Healthcare Company pursuant to a meeting held on 28.07.1436H (corresponding to 17.05.2015G).