• Terms of Reference - Audit Committee
Objectives

The primary objectives of the Audit Committee are:
(a)    To assist the Board in discharging its duties and responsibilities relating to the Group and the Company’s management of principal risks, internal controls, financial reporting and compliance of statutory and legal requirements.  
(b)    To maintain effective communication between the Board of Directors, senior management, internal auditors and external auditors in order to provide assurance that the information presented by management is relevant, reliable and timely.

Composition of Audit Committee

The Committee shall be appointed by Board from amongst its members and shall at all times consist of not less than three (3) directors, exclusively Non-Executive Directors of whom majority shall be the Independent Directors and at least one of them must be:
1.    a member of the Malaysian Institute of Accountants; or
2.    a member of one of the associations of accountants specified in PART II of the 1st Schedule of the Accountants Act 1967 with at least 3 years’ working experience; or
3.    a degree/masters/doctorate holder in accounting or finance with at least 3 years’ post qualification experience in accounting or finance; or
4.    fulfills such other requirements as prescribed or approval by the Bursa Securities.

No alternate director shall be appointed as a member of the Audit Committee. The Chairman shall be selected by the members of the Audit Committee and should be an Independent Director. The Company Secretary shall act as the Secretary of the Audit Committee.

In the event that the number of Audit Committee members is reduced to below three, the Board of Directors shall, within three months of that event, appoint such number of new members as may be required to make up the minimum number of three members.

The term of office and performance of the Committee and each of its members shall be reviewed by the Board at least once every three (3) years to determine whether the Committee and its members have carried out their duties in accordance with their terms of reference.

Duties and Responsibilities

•    Consider and recommend the appointment and remuneration of external auditor and to deal with matters relating to the resignation or dismissal.
•    Review with the external auditors the scope of audit plan, system of internal accounting controls and their reports thereon.
•    Review 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.
•    Review the effectiveness of internal audit procedures, consider the major findings of internal audit investigations and ensure co-ordination between the internal and external auditors.
•    Review with management the audit reports issued by the internal and external auditors and the implementation of audit recommendations.
•    Review any related party transactions that may arise within the Group.
•    Review the quarterly results and year-end financial statements prior to submission to the Board of Directors for approval.
•    Review the accounting policies adopted, any changes in accounting principles or practices and the level of prudence applied in areas requiring judgement.
•    Review arrangements established by management for compliance with any regulation or other external reporting requirements.
•    Perform such other functions as may be agreed by the Committee and the Board of Directors.

Authority

The Committee shall, in accordance with a procedure determined by the Board of Directors and at the cost of the Company:
(a)    have authority to investigate any matter within its terms of reference;
(b)    have the resources which are required to perform its duties;
(c)    have full and unrestricted access to any information pertaining to the Group and the Company;
(d)    have direct communication channels with the external auditors and persons carrying out the internal audit function or activity;
(e)    be able to obtain professional or other advice; and
(f)    be able to convene meetings with the internal and external auditors, excluding the attendance of the other Directors and employees of the Company, whenever deemed necessary.

Meetings      

Meetings shall be held once every quarter. The Chairman shall call a meeting of the Committee if requested to do so by any Committee member, the management or the internal or external auditors.  The Committee may invite the members of the Board, the management, the internal auditors and the representative of the external auditors to attend any of its meetings, as it deems necessary.

The quorum for a meeting of the Committee shall be two (2) members who shall be Independent Directors.

A meeting with external auditors shall be held at least twice a year without the presence of executive Board members.

The Company Secretary is also responsible for keeping the minutes of the meeting of the Committee, circulating them to the Committee members and to the other members of the Board and following up on outstanding matters.