Terms of References (Audit Committee)

1. Objectives

The primary function of the Committee is to assist the Board of Directors in fulfilling the following oversight objectives on the Group’s activities.

  • • Assess the Group’s process relating to its risk and control environment;
  • • Oversee the financial reporting; and
  • • Evaluate the internal and external audit process.

2. Composition

The Committee shall be appointed by the Board of Directors from among its members and shall comprise a minimum of three (3) members, all of whom shall be non-executive directors with a majority of the Committee being Independent Directors, and at least one member of the Committee:-

  • • must be a member of the Malaysian Institute of Accountant; or
  • • if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years working experience; and
    • - he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967; or
    • - he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967.

3. Authority

In carrying out its duties and responsibilities, the Committee shall have the following rights:

  • (a) explicit authority to investigate any matter within its terms of reference;
  • (b) adequate resources which are required to perform its duties;
  • (c) full and unrestricted access to any information pertaining to the Company and of any other companies within the Group;
  • (d) direct communication channels with external and internal auditors;
  • (e) obtain external independent professional advise and to invite external parties with relevant experience to attend the Committee meetings for advice;
  • (f) discretion to invite other Directors and/or employees of the Company to attend any particular Committee meeting to discuss specific issues; and
  • (g) convene meetings with external and internal auditors, excluding the attendance of the executive members of the Committee whenever deemed necessary.

4. Duties and Responsibilities

In fulfilling its primary objectives, the Committee shall undertake the following duties and responsibilities:

  • (a) Review with the external auditors, the audit scope and plan, including any changes to the planned scope of the audit plan;
  • (b) Review the adequacy of the internal audit scope and plan, functions and resources of the internal audit function and that it has the necessary authority to carry out its work;
  • (c) Review the external and internal audit reports to ensure that appropriate and prompt remedies action is taken by management on major deficiencies in controls and procedures that are identified;
  • (d) Review major audit findings and the management’s response during the year with management, external auditors and internal auditors, including the status of previous audit recommendations;
  • (e) Review the assistance given by the Group’s staff to the auditors, and any difficulties encountered in the course of the audit work, including any restrictions on the scope of the activities or access to required information;
  • (f) Review the independence and objectivity of the external auditors and their services, including non-audit services and the professional fees, so as to ensure a proper balance between objectivity and value for money;
  • (g) Review the independence and objectivity of the external auditors, the audit fee and any question of resignation and dismissal before making recommendations to the Board;
  • (h) Review the budget and staffing of the internal audit functions;
  • (i) Review the adequacy and integrity of the internal control systems, including enterprise risk management, management information system, and the internal auditors’ and/or external auditors’ evaluation of the said systems;
  • (j) Direct and where appropriate supervise any special projects of investigation considered necessary, and review investigation reports on any major defalcations, frauds and thefts;
  • (k) Review the quarterly results and the year end financial statements, prior to the approval by the Board focusing particularly on:
  • - changes in or implementation of major accounting policy changes;
  • - significant or unusual events; and
  • - compliance with accounting standards and other legal requirements.
  • (l) Review procedures in place to ensure that the Group is in compliance with the Companies Act 1965, Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“LR”) and other legislative and reporting environments;
  • (m) Review any related party transaction and conflict of interest situation that may arise within the work performed in fulfilling the Committee’s primary responsibilities; and
  • (n) Any other activities, as authorized by the Board.

5. Quorum and Committee’s Procedures

Meeting shall be held not less than four times a year. A quorum shall consists of two members and shall comprise of independent directors.

6. Secretary of the Audit Committee

The Company Secretary or any other person appointed by the Committee for this purpose shall act as secretary for the Committee. The secretary shall ensure that reasonable notices of meetings be given to members of the Committee and shall include the minutes of meetings of the Committee to all members of the Board.