The Board will review the term of office and performance of the Audit Committee and each of its members at least once in every three (3) years to determine whether they have carried out their duties in accordance with the Terms Of Reference.

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

b) The composition of the Audit Committee shall fulfill the requirements as prescribed or approved by Bursa Malaysia.

c) The members of the Committee shall select a chairman from among their number and be appointed by the Board from the Independent Non-Executive Directors.

d) No alternate director of the Board shall be appointed as a members of the Audit Committee

Retirement and resignation

If a member of the Audit Committee resigns, dies, or for any reason ceases to be a member resulting in non-compliance to the composition criteria as stated in paragraph 1 above, the Board shall within three (3) months of the event appoint such number of the new members as may be required to fill the vacancy.

The Audit Committee shall, in accordance with a procedure to be determined by the Board and at the expenses of the Company:

a) have explicit authority to investigate any activity within its terms of reference.

b) to have full and unrestricted access to any information/documents/resource which are required to perform its duties. All employer shall be directed to co-operate with any request made by the Committee.

c) to obtain outside legal or other independent professional advice as necessary.

d) to have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity, if any.

e) to communicate with Bursa Malaysia of any matter reported by the Audit Committee to the Board of Directors of the Company which has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa Malaysia.

The duties and functions of the Committee shall be:

a) External Audit

  • To review the external audit scope and audit plan based on external auditors’ presentation of audit strategies and plan;
  • To review external audit results, audit reports, management letter and responses from management;
  • To review and evaluate the factors relating to the independence of the external auditors ;
  • To consider the appointment, remuneration, resignation and dismissal of external auditors; and such other functions as may be defined by the Board of Directors;
  • To evaluate the system of internal controls.


  • b) Internal audit

  • 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;
  • To review the internal audit programme, results of the internal audit process, plan or investigation undertaken, where necessary, ensure that appropriate action is taken on the recommendations of the internal audit function;
  • To review and give suggestions on additional improvement opportunities in the areas of internal control, system and efficiency improvement; and
  • To review the risk management framework from time to time and any significant proposed changes to risk management policies and strategies for adoption by the board.


  • c) Financial Statements

  • To review quarterly reports and annual financial statements of the Company and of the Group, focus particularly on:
  • any changes in or implementation of major accounting policies and practices;
  • significant and/or unusual events arising from the audit;
  • the going concern assumption; and
  • compliance with accounting standards and other legal requirements.


  • d) Other matters

  • To monitor and review any recurring related party transactions and conflict of interest situation that may arise within the Company or the Group including any transaction, procedures or course of conduct that raises questions of management integrity;
  • To review the audit committee report, Statement on Corporate Governance and Statement of Risk Management and Internal Control for insertion into the Company’s Annual Report;
  • To verify the criteria for allocation of options pursuant to a share scheme for employee, if any; and
  • To consider such other matters as the AC considers appropriate or as authorized and defined by the Board.
  • a) The Audit Committee shall meet at least four times a year, with due notice of issues to be discussed, and shall record its conclusions in discharging its duties and responsibilities.

    b) Notice of the meeting shall be given to all the Audit Committee members unless the Audit Committee waives such requirement.

    c) Any two members of the Committee present at the meeting shall constitute a quorum which must be made up of the Independent Directors.

    d) The Managing Director, the Executive Directors, any other Board Members, General Managers or any other senior executives as may be requested by the Committee and a representative of the external auditors shall normally attend meetings. However, the Committee shall meet with the external auditors at least once a year without the presence of the management.

    e) The Company Secretaries shall be Secretaries of the Committee.

    f) Questions arising from any meeting shall be decided by a simple majority of votes except for related party transaction where interested members shall be abstained from deliberation and voting. In case of equality of votes, the Chairman of Audit Committee shall have a second or casting vote.

    g) Circular Resolutions signed by all the members shall be valid and effective as if it had been passed at a meeting of the Audit Committee.

    h) The minutes of proceedings of the Audit Committee shall be kept by the Company Secretary at the Registered Office of the Company, and shall be opened for inspection by any member of the Committee or any member of the Board of Directors.

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