Assignment 1 – OPE

1. What are the duties and responsibilities of the Chairman of the Board of
Directors?

1. Ensures that the meeting agenda focuses on strategic subjects, such as the corporation's
total risk appetite, taking into account developments in the business and regulatory
contexts, significant governance problems, and controversial issues, and problems that will
have a substantial impact on operation.
2. Ensures that the Board receives information that is accurate, timely, relevant, insightful,
concise, and clear in order for it to make smart choices.
3. Facilitates critical topic dialogues by creating an environment favorable to constructive
debate and harnessing individual talents and knowledge.
4. Ensures that the Board appropriately questions and confronts Management's reports and
assertions.
5. Ensures that adequate orientation for first-time directors is available, as well as continued
training opportunities for all directors.
6. Ensures that the Board's performance is examined and discussed/followed up on at least
once a year.

2. What are the duties and responsibilities of the Audit Committee?

a. Promotes and administers the application of the Internal Audit Charter (IA
Charter), which explicitly outlines the purpose of Internal Audit and the audit plan;

b. Via the Internal Audit (IA) Department, monitors and evaluates the sufficiency
and effectiveness of the corporation's internal control system, the accuracy of
financial reporting, and the security of physical and information assets.

c. Supervises the Internal Audit Department and recommends the appointment

and/or justification of a Chief Audit Executive or Internal Audit Head (CAE). The
Audit Committee should also approve the terms and circumstances for
contracting out internal audit services.
d. Specifies and outlines the Internal Auditor's reporting line so that he can carry
out his duties and obligations effectively.

e. Examines and monitors Management's receptivity to the internal auditor's

conclusions and recommendations;
 f. Discusses the nature, scope, and expenses of the audit with the External
Auditor before to the commencement of the audit and provides good coordination
if more than one audit firm is participating in the activity to guarantee adequate
coverage and prevent effort duplication.

g. Evaluates and assesses the External Auditor's non-audit work, if any, and
reviews non-audit fees given to him in relation to total fees paid to him and
overall consulting expenses spent by the Company on a regular basis.

h. Examines and approves intermediate and yearly financial accounts before

submitting them to the board.
i. investigates how the management letter was influenced by the external
auditor's recommendations.

j. Oversees the corporation's internal and external auditors.

k. Facilitates, coordinates, and oversees compliance with laws, rules, and

regulations.

l. Appoints, reappoints, removes, and compensates the external auditor, who

undertakes an independent audit of the business and provides unbiased
assurance on how financial statements should be prepared and presented to
investors. The Commission has officially accredited the external auditor; and
m. In the absence of these committees, performs the tasks of the Board Risk
Oversight Committee and/or Related Party Transactions Committee.

3. What are the duties and responsibilities of the Internal Audit function?

a. Focuses on assessing the effectiveness of governance and control processes

in (1) promoting the right values and ethics, (2) ensuring effective performance
management and accounting in the organization, (3) communicating risk and
control information, and (4) coordinating activities and information among the
Board, external and internal auditors, and Management; provides an independent
risk-based assurance service to the Board, Audit Committee, and Management.

b. Performs normal and special audits in accordance with the yearly audit plan
and/or the company's risk assessment;

c. If needed, provides governance and control consulting and advising services

to the company.

d. Conducts a compliance audit of relevant laws, rules, and regulations, as well

as contractual and other commitments that might have a significant impact on the
organization;
 e. Examines, audits, and assesses the effectiveness and efficiency of the internal
control system in each business division;

f. By assessing operations or programs, determines if outcomes are in keeping

with set objectives and goals, and whether operations or programs are being
carried out as planned.

g. Under the Board's or Management's request, evaluates specific actions; and

h. Supervises and evaluates governance practices. Internal audit functions in
organizations can be fully resourced in-house or outsourced to competent,
independent third-party service providers.

4. Why is there a need for independent directors in the Board of Directors?

The purpose of the independent director is to represent the company's overall
interests, which include the interests of its customers, workers, and shareholders.
Because of their independence, this director is not influenced by internal or
external forces, promoting autonomous decision-making and reducing conflicts of
interest.