Terms of Reference of Audit Committee

Corporate GovernanceTerms of Reference of Audit Committee

Corporate Governance

Terms of Reference of Audit Committee

The Audit Committee shall be appointed by the Board from among their members and shall comprise not less than three (3) members. All members of the Audit Committee should be non-executive directors and must not be substantial shareholders, with the majority of them being independent directors.

A member must be free from any relationships that in the opinion of the Board, may interfere with the exercise of independent judgment in carrying out the functions of the Audit Committee.

At least one (1) member of the Audit Committee must be a member of Malaysian Institute of Accountants or possesses equivalent qualifications recognised under the Accountants Act, 1967 or fulfils such other requirements as may be prescribed by Bursa Securities.

No alternate director shall be appointed to the Audit Committee. The Audit Committee shall elect a chairman from among their members who shall be an independent director. The Board shall review the term of office and performance of the Audit Committee and each of its members at least once every three (3) years.

The Audit Committee shall meet not less than four (4) times during each financial year with a quorum of at least two (2) members, a majority of which shall be independent directors. The Chairman of the Audit Committee shall chair the meetings of the Audit Committee or in the absence of the Chairman of the Audit Committee, the members present shall elect a chairman for the meeting from amongst the members present.

The Audit Committee may invite any member of the Board to any meeting of the Audit Committee.

The Audit Committee may convene meetings with any employee or head of the accounts/finance at any time and also with the external auditors when appropriate without the presence of executive Board members. The Secretary of the Company or her representative shall act as secretary of the Audit Committee.

The Audit Committee is authorised by the Board to perform and investigate any activity within its Terms of Reference. The Audit Committee shall be empowered to obtain any information from the Company and/or its employees and to procure any professional and independent advice or resources which are required to perform its duties.

The Audit Committee shall make prompt reports to Bursa Securities in the event that 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 Main Market Listing Requirements of Bursa Securities.

  • Review the following and report the same to the Board :-
    • with the external auditor, the audit plan;
    • with the external auditor, his evaluation of the system of internal controls;
    • with the external auditor, his audit report;
    • the assistance given by the employees of the Company and Group to the external auditor;
    • 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;
    • 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;
    • the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on:-
      – changes in or implementation of major accounting policy changes;
      – the going concern assumptions;
      – significant and unusual events; and
      – compliance with accounting standards and other legal requirements;
    • any related party transaction and conflict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity;
    • any letter of resignation from the external auditors of the Company; and
    • whether there is reason (supported by grounds) to believe that the Company’s external auditor is not suitable for re-appointment.
  • Recommend the nomination of a person or persons as external auditors and their remunerations.
  • To consider the major findings of internal investigations and Management’s response.
  • To consider other topics as defined by the Board.