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Membership
The
members of the Committee comprise of the following Directors:
(Chairman and Independent non-executive director)
Y.B. Dato’
Azlan Hashim
(Independent non-executive director)
Y.B. Abu Hassan Kendut
(Independent non-executive director)
Ash'ari bin Ayub
Terms Of Reference
Membership
1. The Committee
shall be appointed by the Board of Directors amongst the Directors of
the Company which fulfils the following requirements: -
a)
the Committee must be composed of no
fewer than 3 Members;
b) all
the Committee Members must be Non-Executive Directors, with all of them
being Independent Directors; and
c)
at least one member of the Committee:
i) must
be a member of the Malaysian Institute of Accountants; or
ii)
if he is not a member of the Malaysian
Institute of Accountants, he must have at least 3 years’ working
experience and:
(aa) he must have passed the examinations
specified in Part 1 of the 1st Schedule of the Accountants
Act 1967; or
(bb)
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
2. The members of the Committee
shall elect a Chairman from among themselves who shall be an independent
director.
3. No
Alternate Director should be appointed as a Member of the Committee.
4. In the event of any vacancy in
the Committee resulting in the non-compliance of the listing requirement
of the Exchange pertaining to composition of audit committee, the Board
of Directors shall within three months of that event fill the vacancy.
5. The terms of office and
performance of the Committee and each of its members must be reviewed by
the Board of Directors at least once every 3 years to determine whether
the Committee and its members have carried out their duties in
accordance with their terms of reference.
Meetings
1.
Secretary
The Company Secretary shall be the Secretary
of the Committee or in his absence, another person authorised by the
Chairman of the Committee.
2.
Frequency
(a)
Meetings shall be held not less than four
(4) times a year.
(b) Upon the request of the External
Auditor, the Chairman of the Committee shall convene a meeting of the
Committee to consider any matter the external auditor believes should be
brought to the attention of the Directors or shareholders.
3. Quorum
A quorum shall consist of a majority of
Independent Directors.
4.
Attendance
The Minutes of each Meeting shall be
circulated to all Members of the Board.
6. Meeting
Procedure
The Committee shall regulate its own
procedure, in particular: -
(a)
the Calling of Meetings;
(b)
the Notice to be given of such Meetings;
(c)
the Voting and Proceedings of
such Meetings;
(d)
the Keeping of Minutes; and
(e)
the Custody, Production and Inspection of
such Minutes.
Rights
The Committee in
performing its duties shall in accordance with a procedure to be
determined by the Board of Directors:
(a) have authority to
investigate any matter within its terms of reference;
(b) have
the resources which are required to perform its duties;
(c) have
full and unrestricted access to any information pertaining to the
Company;
(d) have
direct communication channels with the External Auditor and person(s)
carrying out the internal audit function or activity (if any);
(e) be
able to obtain independent professional or other advice; and
(f) be
able to convene Meetings with External Auditors, the Internal Auditors
or both, excluding the attendance of the other Director and Employees of
the Company, whenever deemed necessary.
Functions
1. The Committee shall, amongst
others, discharge the following functions:
To
review:
(a) the
Quarterly Results and year end Financial tatements, prior to the
approval by the Board of Directors, focusing particularly on:-
i) the
going concern assumption;
ii) the
changes in or implementation of major accounting policy changes;
iii)
the significant and
unusual events; and
iv)
the compliance with
accounting standards and other legal requirements.
(b) any
related party transaction and conflict of interest situation that may
arise within the Company or Group including any transaction, procedure
or course of conduct that raises questions or management integrity.
(c) with the
External Auditor:
i)
the Audit Plan;
ii)
his evaluation of the
system of internal controls;
iii)
his Audit Report;
iv)
his management letter
and management’s response; and
v)
the assistance given by
the Company’s employees to the External Auditor;
2.
In respect of the
appointment of External Auditors:
(a) to
review whether there is reason (supported by grounds) to believe that
the External Auditor is not suitable for re-appointment;
(b) to
consider the nomination of a person or persons as External Auditors and
the audit fee; and
(c) to
consider any questions of resignation or dismissal of External Auditors.
3. Internal
Audit
(a)
to ensure internal audit
function is independent of the activities it audits.
(b)
to ensure the internal
audit function reports directly to the audit committee
4. In
respect of the Internal Audit Function:
(a) 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;
(b) to
review the internal audit programme, processes, the results of the
internal audit programme, processes or investigation undertaken and
whether or not appropriate action is taken on the recommendations of the
Internal Audit Function;
(c) to
review any appraisal or assessment of the performance of members of the
internal audit function;
(d) to
approve any appointment or termination of senior staff members of the
Internal Audit Function;
(e) to
be informed of any resignation of internal audit staff member and
provide the resigning staff member an opportunity to submit his reasons
for resigning;
(f) to
ensure Internal Audit Function is Independent of the activities in
Audits; and
(g) to
ensure the Internal Audit Function reports directly to the Audit
Committee.
5. To
promptly report such matter to the Exchange if the Committee is of the
view that the matter reported by it to the Board of Directors has not
been satisfactorily resolved resulting in a breach of the Bursa Malaysia
Securities Listing Requirements.
6. To
carry out such other functions as may be agreed to by the Committee and
the Board of Directors. |
