Terms Of Reference Of Audit Committee

TERMS OF REFERENCE OF AUDIT COMMITTEE

1.0 Objectives

The principal objective of the Audit Committee is to assist the Board of Directors in discharging its statutory duties and responsibilities relating to risk management and accounting and reporting practices of the holding company and each of its subsidiaries and oversee the compliance with the relevant rules and regulations governing listed companies.

2.0 Composition

The Audit Committee shall be appointed by the Board and comprise exclusively of non-executive directors. The number shall be at least three (3), of which the majority must be independent non-executive directors.

2.1     Members of the Audit Committee

2.1.1 All members of the Audit Committee shall be financially literate and at least one (1) member of the Audit Committee must be:-

(a) a member of the Malaysian Institute of Accountants; or

(b) if he is not a member of the Malaysian Institute of Accountants, the member must have at least 3 years' working experience and:-

(i) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967; or

(ii) he must be a member of one of the associations of the accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967; or

(c) fulfilled such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

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

2.1.3 Any former key audit partner must have observed a cooling-off period of at least two (2) years before one is eligible for appointment as a member of the Audit Committee.

2.2     Chairman of the Audit Committee

2.2.1 The Audit Committee shall elect a Chairman from among its members and the elected Chairman shall be an independent non-executive Director.

2.2.2 In the event the elected Chairman is not able to attend a meeting, a member of the Audit Committee shall be nominated as Chairman for the meeting. The nominated Chairman shall be an independent non-executive Director.

2.2.3 The Chairman of the Audit Committee is not the Chairman of the Board.

2.2.4 The Chairman of the Audit Committee is responsible for the overall effectiveness and independence of the Committee.

3.0 Meetings of the Audit Committee

3.1     Frequency

Meetings shall be held not less than four (4) times a year. In addition, the Chairman shall call for a meeting of the Audit Committee if requested to do so by any member of the Audit Committee, the Board of Directors, the senior management or the internal or external auditors.

Prior notice shall be given for the Audit Committee’s meeting.

3.2     Quorum

In order to form a quorum in respect of a meeting of the Committee, the majority of members present must be independent directors.

Any member of the Committee may participate in any meeting of the Committee via telephone conferencing, video conferencing or by means of any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.

3.3     Circular Resolution

A resolution in writing signed or approved by letter, electronic mail, telegram, telex or telefax or other form of electronic communication by MAJORITY of the Audit Committee members who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the Audit Committee duly called and constituted.

All such resolutions shall be described as “Audit Committee Members’ Resolution in Writing” and shall be forwarded or otherwise delivered to the Company Secretary without delay and shall be recorded by the Company Secretary in the Company’s Minutes Book. Any such resolution may consist of several documents in the like form, each signed by one (1) or more Audit Committee members.

3.4     Secretary of the Audit Committee

The Company Secretary of the Company or his representative or a person recommended by the Company Secretary and approved by the Board, shall be the Secretary of the Audit Committee and shall be responsible for issuing the agenda with the concurrence of the Chairman and circulating it, supported with explanatory documentation to Audit Committee members prior to each meeting.

The Secretary shall also be responsible for keeping the minutes of meetings of the Audit Committee, circulating them to Audit Committee members and to the other members of the Board of Directors and for following up on outstanding matters.

The Secretary shall keep the minutes of meetings properly filed and shall produce the minutes of meetings for inspection when necessary.

4.0 Duties and Responsibilities

The duties and responsibilities of the Audit Committee shall include the following:-.

4.1     Financial Reporting

4.1.1 Review the Group's quarterly results and year-end financial statements with Management and external auditors prior to submission to the Board, focusing particularly on:

- any changes in or implementation of major accounting policies and practices;

- significant adjustments arising from the audit;

- significant matters highlighted including financial reporting issues, significant judgements made by Management, significant and unusual events or transactions, and how these matters are addressed;

- the going concern assumption; and

- compliance with accounting standards and other legal requirements

4.1.2 Review and provide advice on whether the financial statements taken as a whole provide a true and fair view of the Company’s financial position and performance.:

4.2     External Audit

4.2.1 Review and provide advice on whether the financial statements taken as a whole provide a true and fair view of the Company’s financial position and performance.

• the audit plan;

• their evaluation of the internal controls and management information systems;

• their audit report;

• the adequacy of existing external audit arrangements, with particular emphasis on the scope and quality of the audit;

• any management letter sent by the external auditors to the Company and the management’s response to such letter;

• the assistance given by the Company’s officers to the external auditors; and

• all areas of significant financial risks and the arrangements in place to manage those risks.

4.2.2 Consider and recommend to the Board for approval the appointment or re-appointment of external auditors and their fees (audit and non-audit), upon assessment of the independence and capabilities of the external auditors as well as the effectiveness of the external audit process.

4.2.3 Recommend the nomination of a person or persons as external auditors.

4.2.4 Review the following and report the same to the Board:-

(a) any letter of resignation from the external auditors or suggestions for their dismissal; and

(b) whether there is reason (supported by grounds) to believe that the external auditors are not suitable for re-appointment.

4.2.5 Discuss with the external auditors before the audit commences, their audit plan including the nature and scope of audit, and ensure co-ordination where more than one audit firm is involved.

4.2.6 Discuss problems and reservations arising from the interim and final audits, and any matter the auditor may wish to discuss (in the absence of management where necessary);

4.2.7 Review and monitor the provision of non-audit services by the external auditors, and to ensure that there are proper checks and balances in place so that the provision of non-audit services does not interfere with the exercise of independent judgment of the external auditors.

4.3     Internal Audit

4.3.1 To do the following in relation to the internal audit function:-

• 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;

• the audit plan;

• Review the internal audit programme and results of the internal audit process and where necessary, ensure that appropriate action is taken on the recommendations of the internal audit function;

• Review the appraisal or assessment of the performance of members of the internal audit function who will be responsible for the regular review and/or appraisal of the effectiveness internal control and governance processes within the Group;

• Take cognisance of resignations of internal audit staff members and provide resigning staff member an opportunity to submit his reasons for resigning; and

• To discuss problems and reservations arising from the audits, and any matter the auditor may wish to discuss (in the absence of management where necessary).

4.4     Risk Management

4.4.1 To advise the Board and make recommendation in respect of risk management as to the following matters:-

• To monitor risk management processes are integrated into all core business processes and that the culture of the organisation reflects of the risk consciousness of the Board;

• To review the risk management reports and assist the Board in ensuring that an appropriate risk management framework is in place and controls to manage the risks are appropriate; and

• Review the Risk Register and ensure that all risks are well managed.

4.5      Review Related Party Transactions and Conflict of Interest Situations

4.5.1 Review and report to the Board any related party transaction and recurrent related party transactions (including the review and monitoring of recurrent related party transactions) and conflict of interest situations that may arise including any transaction, procedure or course of conduct that raises questions of management integrity.

4.5.2 Consider the major findings of internal investigations and management’s response.

4.6      Others

Consider other matters delegated by the Board of Directors.

5.0 Authority of Audit Committee

The Audit Committee shall:-

5.1 Have explicit authority to investigate any matter within its terms of reference;

5.2 Have the resources which it needs to perform its duties;

5.3 Have full and unrestricted access to any information pertaining to the Company and its subsidiaries;

5.4 Have direct communication channels with the external auditors and person(s) carrying out the internal audit function;

5.5 Be able to obtain independent professional or other advice in the performance of its duties at the cost of the Company;

5.6 Be able to invite outsiders with relevant experience to attend its meetings if necessary; and

5.7 Be able to convene meetings with the external auditors and the internal auditors, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.

6.0 Audit Committee Reports

6.1 The Committee shall report to the Board of Directors either formally in writing, or verbally, as it considers appropriate on the matters within its terms of reference at least once a year, but more frequently if it so wishes.

6.2 The Audit Committee shall report to the Board of Directors on any specific matters referred to it for investigation and report.

6.3 A Statement on Risk Management and Internal Control shall be prepared at the end of each financial year that complies with regulatory guidelines for inclusion in the annual report of the Company.

6.4 The Audit Committee must prepare for the Board’s consideration and approval, a report of the Audit Committee Report to be set out in the annual report of the Company.

6.5 The Audit Committee Report shall include the following or such content as may be varied or prescribed by Bursa Malaysia Securities Berhad:-

6.5.1 The composition of the Audit Committee, including the name, designation (indicating the Chairman) and directorship of the members (indicating whether the directors are independent or otherwise);

6.5.2 The number of Audit Committee meetings held during the financial year and details of attendance of each Audit Committee member;

6.5.3 A summary of the work of the Audit Committee in the discharge of its functions and duties for that financial year and how it has met its responsibilities; and;

6.5.4 A summary of the work of the internal audit function.

7.0 Rights of Auditors

7.1 The external auditors and internal auditors have the right to appear and be heard at any meeting of the Audit Committee and shall so appear when required by the Audit Committee.

7.2 Upon the request of the external auditors or internal auditors, the Chairman of the Audit Committee shall convene a meeting of the Committee to consider any matter that the auditors believe should be brought to the attention of the directors.

8.0 Functional Independence

The Audit Committee shall function independently of the other directors and officers of the Company and its group. Such other directors and officers may attend any particular Audit Committee meeting only at the Audit Committee’s invitation, specific to the relevant meeting.

9.0 Reporting of Breaches to the Exchange

Where an Audit Committee is of view that a matter reported by it to the Board of Directors has not been satisfactorily resolved resulting in a breach of the Listing Requirements, the Audit Committee must promptly report such matter to Bursa Malaysia Securities Berhad.

10.0 Retirement and Resignation

10.1 A member of the Audit Committee who wishes to retire or resign shall provide sufficient written notice to the Company so that a replacement may be appointed before he leaves.

10.2 In the event of any vacancy resulting the number of the members reduced to below three (3) and the election of an Independent Chairman of the Audit Committee, the Company shall fill the vacancy within two (2) months, but in any case not later than three (3) months.

11.0 Review of the Audit Committee

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