Audit Committee

Mr. Tan Seng Kee - Chairman
Dato' Theng Book
Ms. Low Peak Yih

MEMBERSHIP

The Committee shall be appointed by the Board from amongst its Directors (except alternate Directors) which fulfils the following requirement: -

  1. The audit committee must be composed of no fewer than 3 members of whom a majority of the audit committee must be independent diractors;
  2. All members of the audit committee should be  non-executive directors and financially literate; and
  3. At least one(1) member of the Committee;
    1. must be a member of the Malaysian Institute of Accountants; or
    2. if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years' working experience and:
      1. he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967; OR
      2. he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967
  4. fulfils such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad ("Bursa Securities")

The Board shall, within three (3) months of a vancancy occuring in the Committee which result in the number of members reduced to below three(3), appoint such number of new members as may be required to make up the minimum number of three (3) members.

The Board shall review th term of office and performance of the Committee and each of its member annually.


 

PROCEDURE OF THE AUDIT COMMITTEE MEETINGS

  1. The members of the Committee shall elect a Chairman from among their numbers who is an Independent Director. The Board shall, within three (3) months of a vacancy occuring in the chairmanship, elect a new Chairman from among their numbers who is an Independent Director.
  2. The Company Secretary shall be the Secretary to the Committee. The Secretary shall circulate minutes of the Committee meeting to all members of the Board. 
  3. The Committee shall meet not less than four (4) times a year and report to the Board of Directors.
  4. Written notice of the meeting together with the agenda shall be given to the members of the Committee; the external auditors and any other person ivited to attend the meeting, where applicable.
  5. The quorom for meetings of the Committee shall be two (2) members and shall comprise of independent directors.
  6. A representative of the external auditors, the head of Internal Audit and the Finance should normally attend meetings. Any other Directors, employees and any other persons, where applicable, shall attend any perticular Committee meeting only at the Committee's invitation, specific to the relevant meting.
  7. The chairman shall convene a meeting of the Committee if requested to do so in writing by any member, the management, or the internal or external auditors to consider any matters within the scope and responsibilities of the Committee.
  8. The Committee should meet with the external auditors without executive board members present at least twice a year.

 

RIGHTS OF THE COMMITTEE

The Committee shall:

  1. have explicit authority to investigate any matter within its term of reference;
  2. have the resources which are required to perform 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 external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.

 

FUNCTION OF THE COMMITTEE

The functions of the audit committee shall be:

  1. To review the following and report the same to the Board of Directors
    1. with the external auditors, the audit plan;
    2. with the external auditors, his evaluation of the system of internal controls;
    3. with the external auditors, his audit report;
    4. the assistance given by the employees of the Company to the external auditor
    5. the quarterly results and the year end financial statements, prior to the approval by the Board of Directors, focusing particularly on:
      1. changes in or the implementation of major accounting policy changes;
      2. significant and unusual events;
      3. compliance with accounting standards and other legal requirements;
    6. 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;
    7. any letter of resignation including the written explanations of the resignation from the external auditors of the Company; and
    8. whether there is reason (supported by grounds) to believe that the Company’s external auditors are not suitable for re-appointment.
  2. To do the following, in relation to the internal audit function:-
    1. 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;
    2. review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function;
    3. review any appraisal or assessment of the performance of members of the internal audit function;
    4. approve any appointment or termination of senior staff members of the internal audit function; and
    5. take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.
  3. To recommend the nomination of a person or persons as external auditors and the external audit fee.
  4. To carry out other function that may be mutually agreed upon by the Committee and the Board which would be beneficial to the Company and ensure the effective discharge of the Company's duties and responsibilities.
  5. To verify the criteria for allocation of options pursuant to a share scheme for employees.