Financial Reporting

(a) To review the Group’s quarterly results and annual financial statements before submission to the Board, focusing on:
    i. Any changes in or implementation of accounting policies and practices;
    ii. Major judgment areas;
    iii. Significant adjustments proposed by the external auditors;
    iv. Going concern assumption;
    v. Compliance with relevant accounting standards;
    vi. Compliance with the Listing Requirements and other legal requirements; and
    vii. Significant and unusual events.

External Audit Function

(a) To consider the appointment and re-appointment of the external auditors and to review whether there is reason (supported by grounds) to believe that the       external auditors are not suitable for re-appointment, to consider the nomination of a person or persons as external auditors and the audit fees, the terms         of reference of their appointment, and any question of resignation or dismissal; 

(b) To review with the external auditors their audit plan, scope and nature of audit for the Group, evaluation of the system of risk management and internal             control, audit report, management letter and management’s response and the assistance given by the Group’s employees to the external auditors; 

(c) To assess the performance, suitability, objectivity and independence of external auditors based on established policies and procedures that considers,             among others: 

    i. The competence, audit quality and resource capacity of the external auditors in relation to the audit; 

    ii. The nature and extent of the non-audit services rendered and appropriateness of the fees charged; and 

    iii. The written assurance procured from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit                engagement in accordance with the terms of all relevant professional and regulatory requirements.

The assessment on the suitability, objectivity and independence of the external auditors should be conducted annually. 

(d) To discuss problems and reservations arising from the interim and final audits, and any other matters that the external auditors may wish to discuss (in the       absence of management where necessary); and 

(e) To discuss the contracts for the provision of non-audit services which can be entered into and procedures that must be followed by the external auditors.         The contracts that cannot be entered into should include management consulting, strategic decision, internal audit and standard operating policies and             procedures documentation.

Internal Audit Function

(a) To review annually the effectiveness of the Group’s internal audit function, in particular, the adequacy of the scope, functions, competency and                         resources of the internal audit function, and ensure that it has the necessary authority to carry out its work; 

(b) To review the internal audit plan, consider the major findings of the internal audits, internal or fraud investigations as well as actions and steps taken by             management in response to the audit findings; 

(c) To meet with the internal auditors (i) at least twice every year, to discuss their remit and any issues arising from the internal audits carried out.                           Management of the Group shall not be present for such discussions; and (ii) regularly throughout the year as the internal auditors shall require;

(d) To review any appraisal or assessment of the performance of members of the internal audit function;

(e) To approve any appointment or termination of senior staff members of the internal audit function or the firm of internal auditors;

(f) To take cognisance of resignations/ transfer of internal audit staff members and provide the resigning staff member an opportunity to submit his or her               reasons for resigning; and

(g) To review the adequacy and effectiveness of the Group’s internal control systems, anticorruption and whistle-blowing as evaluated, identified and reported       by the management, internal or external auditors as well as to review whether actions taken to ratify the same are appropriate or timely. 

Risk Management

(a) To review the risk management framework, risk strategies, risk appetite and objectives of the Group; 

(b) To monitor the management’s risk management practices and procedures; 

(c) To oversee the risk management procedures and methodologies of the various departments; 

(d) To review the adequacy and effectiveness of the Group’s risk management process and recommend improvement where necessary;

(e) To review the Group’s risk profile and risk management reports which include management’s action plan and implementation status; 

(f) To report and monitor the risk management priorities and progress of the risk mitigation plan, including oversight of reporting to the Board on an exception         basis, where required, and routinely on matters of regular interest of the Board; 

(g) To oversee the overall anti-bribery and anti-corruption policy and its compliance; and 

(h) To monitor the risk control measures of corporate liability risk identified.

Sustainability

(a) To oversee and review the development and implementation of the Company’s sustainability vision, strategy, framework, initiatives, policies and practices,       and explore ways to incorporate them into the Company’s overall operations and business goals; 

(b) To regularly review the sustainability framework of the Company which is grounded in the Environmental, Social and Governance (“ESG”) pillars, to                 ensure its alignment with evolving local and global sustainability trends and developments, while also confirming its feasibility within the Company’s                   existing resources and capabilities; and 

(c) To assist the Board with regard to the disclosures in the Sustainability Statement to be included in the Company’s Annual Report.

Other Matters

(a) To review and report any related party transactions and conflict of interest and/or potential conflict of interest situations by the Directors and Senior                  Management that arose, persist or may arise during the financial year together with the measures to resolve, eliminate or mitigate such conflicts; 

(b) To verify the allocation of options granted pursuant to the share issuance scheme, if any; 

(c) To report to the Board its activities, significant results and findings; 

(d) To promptly report such matter to Bursa Securities if the Committee is of the view that the matter reported by it to the Board has not been satisfactorily            resolved resulting in a breach of the Listing Requirements; 

(e) To review the Statement on Risk Management and Internal Control in the Company’s annual report; 

(f) To review and disclose in the Committee Report of the annual report any conflict of interest that arose or might arise during the financial year as well as           persisting conflict of interest from previous financial years; and 

(g) To undertake any such responsibilities as may be agreed by the Committee and the Board.