TERMS OF REFERENCE
A. OBJECTIVES
The principal objectives of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) in their responsibilities in discharging its statutory duties and responsibilities relating to the risk management, internal controls, and accounting and reporting practices of the Group.
B. CONSTITUTION
The Board shall elect three (3) Committee members from amongst themselves and the Committee shall be composed of exclusively non-executive directors, with a majority being independent directors.
The Chairman of the Committee shall be elected from amongst members of the Committee and shall be an independent director. The Chairman of the Committee must be approved by the Board. In the absence of the Chairman of the Committee, members of the Committee present shall elect a Chairman for the meeting. The quorum for a meeting of the Committee shall be two members. The Secretary of the Committee shall be the Company Secretary of the Company, whom shall be responsible to prepare and circulate the minutes of the Committee promptly to the members of the Committee and to table the same to the Board for notation.
A former key audit partner, as defined under the Malaysian Code on Corporate Governance, shall observe a cooling-off period of at least three (3) years before her or she may be appointed as a member of the Committee. The Committee shall have at least one (1) member who is a member of the Malaysian Institute of Accountants or who fulfils such other requirements as prescribed in the Listing Requirements of Bursa Malaysia Securities Berhad. The Board shall fill any vacancies, with respect to this Constitution, within three (3) months. 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.
C. FREQUENCY OF MEETING
The Committee shall meet four (4) times annually, or more frequently, if deemed necessary, to carry out the duties and responsibilities in Paragraph (D).
D. DUTIES AND RESPONSIBILITIES
The Committee shall be responsible for the following:
- To review, with the external and internal control auditors (the “Auditors”), the audit plan(s), audit report(s), management letter(s), and the assistance/responses given by the management team of the Company to the Auditors.
- To review the adequacy of the scope, competency and resources of the internal audit function and that is has the necessary authority to carry out its works.
- To review the internal audit plan, processes, the results of the internal audit assessments, investigation undertaken and whether or not appropriate action is taken on the recommendations.
- To review, with the relevant auditors, the adequacy of the internal control systems, and to assess the risks and control environment.
- To review the quarterly reports and annual financial statements prior to submission to the Board, focusing on matters including (i) changes in accounting policies and practices; (ii) significant adjustments arising from the audits, (iii) compliance with accounting standards, legal and other statutory requirements, and (iv) any key matters or issues arising from the audits.
- To review the adequacy of the scope, functions, competency, independence, and resources of the Auditors and that the Auditors have the necessary authority to carry out their work.
- To review any appraisal or assessment of the Auditors.
- To review any appointment or dismissal of the Auditors, should there be any resignations of the Auditors, to provide an opportunity for the Auditors to submit reasons for resignation.
- To consider the nomination of Auditors and their respective fees.
- To review any related party transactions, conflicts of interest that may arise within the Company or any transaction/procedure/course of conduct that may raise potential compliance or integrity issues.
- To consider other topics as defined by the Board from time to time.
E. AUTHORITY
The Committee shall have the authority:
- To investigate any matter within its terms of reference.
- To request for the necessary resources, where reasonable, to perform its duties.
- To have full and unrestricted access to any information pertaining to the Company.
- To be able to obtain independent professional or other advice.
- To have direct communication channels with the Auditors.
- To be able to convene meetings with the external auditors, excluding the attendance of executive members of the Committee, whenever deemed necessary.