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 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 Exchange.

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

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

The terms of office and performance of each member shall be reviewed at least once every three years by the Board.

2. PURPOSE OF THE COMMITTEE

The purposes of the 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 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 and other applicable laws and regulations, arising thereof from time to time.

3. SECRETARY

The Secretary of the 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 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 Committee, members present shall elect a Chairman for the meeting from amongst the Independent Director.

A member of the Committee shall be deemed to be present at a meeting of the Committee if he participates by instantaneous telecommunication device and all members of the Committee participating in the meeting of the 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 Committee shall mark on the attendance sheet that the member of the Committee was present and participating by instantaneous telecommunication device.

A member of the 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 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 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 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 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 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 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 Committee are as follows:

    1. To consider and recommend the appointment of the External Auditors, the audit fee, and any questions of resignation or dismissal, and 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.
    2. Where the External Auditors are removed from office or give notice to the Company of their desire to resign as External Auditors, the Committee shall ensure that the Company immediately notify Bursa Malaysia Securities Berhad (“Bursa”) and forward to the Exchange a copy of any written representations or written explanations of the resignations made by the External Auditors at the same time as copies of such representations or explanations are submitted to the Registrar of Companies pursuant to section 172A of the Companies Act 1965.
    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 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 stock exchange 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);
    • 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;
  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 on matters reported by it to the Board that has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa.
  7. To consider other topics, as may be defined and directed by the Board from time to time.

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