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TERMS OF REFFERENCE

A. COMPOSITION

  1. The Audit Committee shall be appointed from amongst the Directors of the Company and shall consist of at least three members, a majority of whom shall be independent directors.
  2. All the members of the Audit Committee shall be non-executive directors.
  3. All the members of the Audit Committee shall be financially literate and at least one member of the Audit Committee shall be a member of the Malaysian Institute of Accountants (MIA); or if he is not a member of MIA, he must have at least three yearsí working experience and have passed the examination specified in Part I of the First Schedule of the Accountants Act, 1967 or be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act, 1967 or fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.
  4. An alternate director shall not be appointed as a member of the Audit Committee.
  5. Any vacancy in the Audit Committee resulting in the non-compliance of paragraph 15.09(1) of the Listing Requirements shall be filled within three months.

B. CHAIRMAN

  1. The members of the Audit Committee shall elect a Chairman form among their number who shall be an independent director.

C. MEETINGS

  1. Audit Committee meetings shall be held not less than four times a year.
  2. A quorum for the meeting shall be a majority of independent directors.
  3. Besides the Finance Director and representatives of the internal and external auditors who shall normally attend the Audit Committee meetings, other directors and employees may attend the meeting only at the invitation of the Audit Committee.
  4. At least once a year the Audit Committee shall meet with the external auditors without the presence of any executive board members.
  5. The Chairman shall convene a committee meeting upon receipt of a request from the external auditor to consider any matter which the external auditor believes should be brought to the attention of the directors and shareholders.
  6. The Company Secretary shall be the Secretary of the Audit Committee.
  7. The minutes of each meeting shall be distributed to the members of the Board.

D. DUTIES OF THE AUDIT COMMITTEE

  1. To review the following and report the same to the Board of Directors:-
    1. with the external auditor, the nature and scope of the audit plan;
    2. with the external auditor, his evaluation of the system of internal controls;
    3. with the external auditor, his audit report;
    4. the assistance given by the employees of the company to the external auditor;
    5. the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its work;
    6. the internal audit program, processes, the results of the internal audit program, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
    7. the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing particularly on: and
      1. changes in or implementation of major accounting policy changes;
      2. significant matters highlighted including financial reporting issues, significant judgements made by management, significant and unusual events or transactions, and how these matters are addressed; and
      3. compliance with accounting standards and other legal requirements.
    8. any related party transactions and conflict of interest situation that may arise within the company or group including any transaction, procedure or course of conduct that raises questions of management integrity.
  2. To consider the appointment of an external auditor, the audit fee and any questions of resignation or dismissal.
  3. To 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. To review the external auditorís management letter and managementís response.
  5. To do the following matters in relation to internal audit function:-
    1. review any appraisal or assessment of the performance of members of the internal audit function;
    2. approve any appointment or termination of senior staff members of the internal audit function; and
    3. take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.
  6. To consider the major findings of internal investigations and managementís response.
  7. To report to Bursa Malaysia Securities Berhad when the Audit Committee is of the view that a matter reported by it to the Board of Directors has not been satisfactorily resolved resulting in a breach of the Bursa Malaysia Securities Berhad Listing Requirements.
  8. To consider any other topics as defined by the Board.

E. RIGHT AND AUTHORITY OF THE AUDIT COMMITTEE

  1. The audit committee shall, wherever necessary and reasonable for the performance of its duties and in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company:-
    1. have authority to investigate any matter within its terms of reference;
    2. have the resources which are required to performs its duties;
    3. have full and unrestricted access to any information pertaining to the company;
    4. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if any);
    5. be able to obtain independent professional or other advice; and
    6. be able to convene meetings with the external auditors, excluding the attendance of the executive members of the committee, whenever deemed necessary.

F. REVIEW OF THE AUDIT COMMITTEE

  1. The Board of Directors shall review the term of office and performance of the Audit Committee and each of its members at least once in every three years.