Principle 11: Audit committee

The board should establish an audit committee with written terms of reference which clearly set out its authority and duties.

MIIF has established an ARC which comprises only independent directors and the composition of which complies with the Code. The ARC members are Heng Chiang Meng (chairman), Robert Mulderig, Michael Hamer and Lee Suet Fern. The ARC members have the appropriate accounting or related financial management expertise to discharge their responsibilities. The ARC charter sets out the specific responsibilities delegated by the board to the ARC and details the manner in which the ARC will operate, as set out under Principle 1.

The ARC may investigate any matter within its terms of reference, has full access to and the full cooperation of the manager, and full discretion to invite any director or executive officer of the manager (as applicable) to its meetings, and reasonable resources to enable it to discharge its functions properly.

The ARC reviews, considers and advises the board on the external auditor’s annual plan for MIIF, the fees proposed by the external auditor, whether an effective, comprehensive and complete audit can be conducted for the fee, and the independence, qualifications, expertise and resources of the external auditor. The ARC meets with the external auditor at least twice a year and more frequently if required (including privately). The ARC will also meet privately at least annually to discuss the operation and effectiveness of the ARC. The ARC also monitors and reviews the independence of both the external auditor and internal audit team on an annual basis. Compliance with the MIIF code of conduct (including whistle-blowing arrangements) is monitored by the NCGC.

Principle 10	Principle 12