Terms Of Reference Of Audit Committee
AUDIT COMMITTEE
TERMS OF REFERENCE 

 
1.0

Composition

1.1



The Audit Committee shall be appointed by the Board of Directors from among their number and shall consist of not less than three (3) members, all of whom must be non-executive directors, with a majority of them being independent directors.
 
1.2

The Board shall at all times ensures that at least one (1) member of the Audit Committee: 

  (i)  must be a member of the Malaysian Institute of Accountants (MIA); or
  (ii)

if he or she is not a member of the MIA, he or she must have at least three (3) years’ working experience and:
    (a)

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

he or she must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants’ Act 1967; or

(iii)

fulfils such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad.

1.3



In the event of any vacancy in the Audit Committee resulting in the number of members being reduced to below three (3), the Board of Directors shall within 3 months appoint such number of new members as may be required to make up the minimum number of three (3) members. 

1.4


The Chairman of the Audit Committee shall be elected among the members of the Audit Committee and shall be an independent director. 

1.5

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

1.6


The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least once every three (3) years. 

2.0

Quorum and Procedures of Meetings 

2.1



Meetings shall be held not less than four (4) times in a financial year, although additional meetings may be called at any time by the Chairman upon the request of the external or the internal auditors or at the Chairman’s discretion. 

2.2



The quorum of meetings of the Audit Committee shall consist of not less than two (2) members; the majority of members present must be Independent Directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from among the members present. 

2.3

The Company Secretary shall act as Secretary of the Audit Committee. 

2.4



The Audit Committee may, as and when deemed necessary, invite other Board members, senior management personnel, a representative of the external auditors and external independent professional advisers to attend the meetings.
 
2.5


The Audit Committee shall meet with the external auditors, without the executive board members’ present, at least twice in a financial year. 

2.6

Minutes of each meeting shall be kept and distributed to each member of the Board. 

3.0

Authority 

3.1



The Audit Committee is authorised by the Board to investigate any matter within its terms of reference. It shall have the authority to seek any information it requires from any employee of the Group and all employees are directed to co-operate with any request made by the Audit Committee.

3.2


The Audit Committee shall have full and unrestricted access to any information pertaining to the Company and the Group. 

3.3




The Audit Committee shall have direct communication channels with the internal and external auditors, and with the management of the Group, and shall be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Group whenever deemed necessary.
 
3.4



The Audit Committee shall have the resources that are required to perform its duties. The Committee can obtain, at the expense of the Company, external legal or other independent professional advice it considers necessary. 

3.5



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

4.0

Duties and Responsibilities 

  The Audit Committee shall review and, where appropriate, report to the Board of Directors the following: 
  (a) Risk Management and Internal Control
   
  • The adequacy and effectiveness of risk management, internal control and governance systems instituted in the Company and the Group
  • The Group’s risk management policy and implementation of the risk management framework
  • The appointment or termination of members of the risk management committee
  • The report of the risk management committee
 
(b)

Internal Audit 
   
  • The internal audit function will report directly to the Audit Committee
  • The adequacy of the internal audit scope and plan, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work
  • Any appraisal or assessment of the performance of members of the internal audit function, including the Head of Internal Audit; and approve any appointment or termination of senior staff members of the internal audit function 
 
(c)

External Audit 
   
  • The external auditors’ audit plan and scope of their audits, including any changes to the planned scope of the audit plan
  • The external auditors’ audit report and their evaluation of the system of internal controls 
  • The appointment and performance of external auditors, the audit fee and any question of resignation or dismissal including any written explanations before making recommendations to the Board
  • The assistance given by the employees to the external auditors, and any difficulties encountered in the course of the audit work 
 
(d)

Audit Reports 
   
  • Internal and external audit reports together with management’s responses to ensure that appropriate and prompt remedial action is taken by the management on major deficiencies in controls or procedures that are identified, including status of previous audit recommendations
  • Findings of internal investigations and related management responses 
 
(e)

Financial Reporting 
 


The quarterly results and the year end financial statements of the Company and the Group for recommendation to the Board of Directors for approval, focusing particularly on:
  • changes in or implementation of accounting policies and practices
  • significant adjustments arising from the audit
  • significant and unusual events
  • going concern assumption
  • compliance with accounting standards and other legal requirements 
 
(f)

Related Party Transactions 
    Any related party transaction and conflict of interest situation that may arise within the Company or the Group.
 
(g)

Allocation of Share Options 
    Verification on the allocation of share options to ensure compliance with the criteria for allocation of share options pursuant to the share scheme for employees of the Group, if any.
 
(h)

Other Functions 
    Any such other functions as the Audit Committee considers appropriate or as authorised by the Board of Directors.
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