Terms of Reference for Audit Committee

The following are the terms of reference of the Audit Committee:-

A. Objectives

The Objectives of the Audit Committee is to assist the Board in fulfilling its responsibilities for the accounting and internal control systems, the financial reporting procedures, the audit process and compliance with listing requirements.

B. Composition

The composition of the Audit Committee complies with the Listing Requirements, which states as follows:

  1. The Audit Committee must comprise of not fewer than one third (1/3) members.
  2. All the Audit Committee members must be Non-Executive Directors with a majority of them being Independent Directors.
  3. At least one member of the Audit Committee is a member of the Malaysian Institute of Accountants.
  4. The members of the Audit Committee shall elect a Chairman among their number who is an Independent Director.
  5. If a member of the Audit Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the Board of Directors shall, within 3 months of that event, appoint such number of new member as may be required to make up the minimum number of 3 members.

C. Chairman

The Chairman of the Committee shall be an independent Director appointment by the Board. He shall report on each meeting of the Committee to the Board.

D. Secretary

The Company Secretary shall be the Secretary of the Committee. The Secretary shall be responsible for keeping the minutes of meetings of the Committee and circulate them to the Committee members and to the other Board members.

E. Meeting and Minutes

The Committee shall convene meetings not less than four times a year and as and when the Audit Committee deems necessary.

A minimum of three (3) members present shall form a quorum, both of whom present shall be Independent Directors. In the event that the Chairman is unable to attend a meeting, a member of the Audit Committee shall be nominated as Chairman of the meeting. The nominated Chairman shall be an independent Director.

The Committee may invite other directors and employees to the meeting to brief the Audit Committee on issues that are incorporated into the agenda.

F. Authority

The Committee is authorised by the Board to:

  1. Investigate any activity within its terms of references and shall have unrestricted access to both the internal and external auditors and to all employees of the Group.
  2. Obtain external legal or other independent professional advice as necessary.
  3. Convene meetings with external auditors excluding the attendance of the other directors or employees of the Company, whenever deemed necessary.

G.Duties and Responsibilities

  1. To review and recommend the appointment of both internal and external auditors, the audit fee and any questions of resignation of dismissal including the nomination of person or persons as external auditors.
  2. To discuss with the internal and external auditors where necessary, on the nature and scope of audit and to ensure coordination of both internal and external auditors’ findings.
  3. To review the quarterly results and year-end financial statement prior to the approval by the Board, focusing on:-
    • going concern assumption;
    • compliance with the latest accounting standards and statutory and regulatory disclosure requirements;
    • any changes in accounting policies and practices;
    • significant adjustments arising from the audit.
  4. To review the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work.
  5. To discuss problems and reservations arising from the interim and final external audits, and any matters the external auditors may wish to discuss (in the absence of management where necessary).
  6. To review the external auditors’ management letter and management response, audit plan and Auditor’s Report.
  7. To review any related party transaction and conflict of interest situation that may arise within the Company including any transaction, procedure or course of conduct that raises questions of management integrity.
  8. To review ESOS allocation.
  9. To carry out such other responsibilities, functions or assignments, as may be defined jointly by the Audit Committee and the Board of Directors from time to time.