Terms of Reference of The Board

COMPOSITION AND DESIGNATION

Member Designation
Ong Seng Pheow (Chairman) Senior Independent Non-executive Director
Dato’ Ahmad Johari Bin Tun Abdul Razak Independent Non-executive Director
Ho Sing Independent Non-executive Director
Eddie Chan Yean Hoe Independent Non-executive Director

TERMS OF REFERENCE

The Terms of Reference for the Audit Committee set out by the Board of Directors are as follows:

1. MEMBERSHIP

The Audit Committee shall be appointed by the Board from among their members and shall consist of not less than three members. All the Audit Committee members must be non-executive directors with a majority of them being independent directors.

At least one member of the Audit Committee

  1. must be a member of the Malaysian Institute of Accountants ("MIA"); or
  2. if he/she is not a member of the MIA, he must have at least 3 years’ working experience and:
    1. he/she must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
    2. he/she must have passed the examinations specified in Part II of the 1st Schedule of the Accountants Act 1967; or
  3. he/she must fulfill such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad (“Bursa Securities”).

No alternate director shall be appointed as a member of the Audit Committee.

The Audit Committee shall elect a Chairman from among their members who shall be an Independent Director.

No former key audit partner shall be appointed as a member of the Audit Committee before observing a cooling-off period of at least two (2) years before being appointed as a member of the Audit Committee. For the purpose of the foregoing, a former key audit partner means the engagement partner, the individual who is responsible for the engagement of quality control review and other audit partners, if any, on the engagement team who make key decisions and/or judgments on significant matters with respect to the audit of the financial statements on which the auditor will express an opinion.

The Nomination and Remuneration Committee of the Company must review the term of office and performance of the Audit Committee and each of its members annually to determine whether the Audit Committee and members have carried out their duties in accordance with their terms of reference.

2. PURPOSE OF THE AUDIT COMMITTEE

The purposes of the Audit Committee are as follows:

  1. To provide assistance to the Board in fulfilling its fiduciary responsibilities relating to corporate accounting and reporting practices for the Company.
  2. To maintain, through regularly scheduled meeting, a direct line of communication between the Board and the External Auditors as well as Internal Auditors.
  3. To avail to the External and Internal Auditors a private and confidential audience at any time they desire and to request such audience through the Chairman of the Audit Committee, with or without the prior knowledge of Management.
  4. To act upon the Board’s request to investigate and report on any issue of concern with regard to the management of the Company.
  5. To ensure compliance with any such changes/ amendments/ updates/ insertions of the Listing Requirements of Bursa Securities and other applicable laws and regulations, arising thereof from time to time.

3. SECRETARY

The Secretary of the Audit Committee shall be the Company Secretary.

4. FREQUENCY AND ATTENDANCE OF COMMITTEE MEETINGS

Meetings shall be held not less than 4 times a year and as when required during each financial year.

The External Auditors may request a meeting if they deem necessary.

The Finance Director, the Financial Controller, Chief of Finance Department/Accounts/Department/Internal Audit, and a representative of the External Auditors shall normally attend the meetings. Other Board members may attend the meetings upon invitation of the Audit Committee.

The quorum for a meeting shall be 2 members, both of whom must be Independent Directors.

In the absence of the Chairman of the Audit Committee, members present shall elect a Chairman for the meeting from amongst the Independent Director.

A member of the Audit Committee shall be deemed to be present at a meeting of the Audit Committee if he participates by instantaneous telecommunication device and all members of the Audit Committee participating in the meeting of the Audit Committee are able to hear each other and recognize each other’s voice, and for this purpose, participation constitutes prima facie proof of recognition. For the purposes of recording attendance, the Chairman or Secretary of the Audit Committee shall mark on the attendance sheet that the member of the Audit Committee was present and participating by instantaneous telecommunication device.

A member of the Audit Committee may not leave the meeting by disconnecting his instantaneous telecommunication device unless he has previously obtained the express consent of the Chairman of the meeting and the member will be conclusively presumed to have been present and to have formed part of the quorum at all times during the Audit Committee meeting by instantaneous telecommunication device unless he/she has previously obtained the express consent of the Chairman of the meeting to leave the meeting.

Minutes of the proceedings at a meeting of the Audit Committee by instantaneous telecommunication device will be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as correct minutes by the Chairman of the Audit Committee meeting.

Instantaneous telecommunication device means any telecommunication conferencing device with or without visual capacity.

A resolution in writing signed and approved by a majority of the Audit Committee and who are sufficient to form a quorum shall be as valid and effective as if had been passed at a meeting of the Audit Committee duly called and constituted.

5. MINUTES

The minutes of each meeting shall be kept and distributed to each member. All minutes of meetings shall be circulated to every member of the Board. The Chairman of the Audit Committee shall report on each meeting to the Board.

6. AUTHORITY

The Committee shall, in accordance with a procedure to be determined by the Board and at the cost of the Company:

  1. have authority to investigate any matters of the Company and its subsidiaries, within its terms of reference, where it deems necessary, investigate any matter referred to it or that it has come across in respect of a transaction that raises questions of management integrity, possible conflict of interest, or abuse by a significant or controlling shareholder;
  2. have resources which are required to perform its duties;
  3. have full and unrestricted access to any information pertaining to the Company;
    1. have direct communication channels with the External Auditors;
    2. have direct authority over the internal audit function which is independent from management and operations;
  4. be able to obtain and seek outside legal or other independent professional advice and to secure the attendance of external experts with relevant experience and expertise if it considers necessary; and
  5. be able to convene meetings with the External Auditors, the Internal Auditors or both, excluding the attendance of other directors and employees of the Company.

7. FUNCTIONS AND DUTIES

The functions and duties of the Audit Committee are as follows:

    1. To consider and recommend the appointment of the External Auditors, the audit fee, any questions of resignation or dismissal, inquire into the staffing and competence of the External Auditors in performing their work and assistance given by the Company’s officers to the External Auditors and to assess the suitability and independence of the external auditors on an annual basis.
    1. To discuss with the External Auditors before the audit commences the nature scope and any significant problems that may be foreseen in the audit, ensure adequate tests to verify the accounts and procedures of the Company and ensure co-ordinance where more than one audit firm is involved; and
    2. To ensure and confirm that the management has placed no restriction on the scope of the audit.
  1. To review the quarterly announcements to Bursa Securities and the annual financial statements before submission to the Board, focusing particularly on:
    • Any changes in accounting policies and practice;
    • Major judgmental areas;
    • Significant adjustments resulting from the audit;
    • Any significant transactions which are not a normal part of the Group’s business;
    • The going concern assumptions;
    • Compliance with the accounting standards;
    • Compliance with the Listing Requirements of Bursa Securities and legal requirements;
    • Assess the quality and effectiveness of the internal control system and the efficiency of the Company operations;
    • The quality and effectiveness of the entire accounting and internal control system; and
    • The adequacy of the disclosure of information essential to a fair and full presentation of the financial affairs of the Group.
  2. To discuss problems and reservations arising from the interim and final audits, and any matters the External Auditors may wish to discuss in the absence of the management where necessary.
  3. For the internal audit function, to:
    • Consider and recommend the appointment or termination of the Internal Auditors, the fee and inquire into the staffing and competence of the Internal Auditors in performing their work (if the internal audit function is outsourced);
    • Ensure that the head of the internal audit function reports directly to Audit Committee;
    • Review the adequacy of the competency of the internal audit function including the scope and resources and ensuring that the Internal Auditors have the necessary authority to carry out their work;
    • Review internal audit programme;
    • Ensure co-ordination of external audit with internal audit;
    • Consider major findings of internal audit investigations and management’s response, and ensure that appropriate actions are taken on the recommendations of the internal audit function;
    • Review any appraisal or assessment of the performance of members of the internal audit function annually.
  4. To review the External Auditors’ management letter and management’s response;
  5. To consider:
    • Any related party transactions that may arise within the Company or the Group and to ensure that Directors report such transactions annually to shareholders via the annual report, and
    • In respect of the recurrent related party transactions of a revenue or trading nature which are subject of a shareholders’ mandate, prescribed guidelines and review procedures to ascertain that transactions are in compliance with the terms of the shareholders’ mandate.
  6. To report to Bursa Securities on matters reported by it to the Board that has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa Securities.
  7. To consider other topics, as may be defined and directed by the Board from time to time.

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