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1.

Composition

 The Committee shall be appointed from amongst the Board and shall comprise no fewer than three (3) members, a majority of whom shall be independent directors and all members should be non-executive directors.

At least one (1) member must:-
(i)be a member of the Malaysian Institute of Accountants ("MIA") or possess such other qualifications and/or experience as approved by the Bursa Malaysia Securities Berhad ("Bursa Securities"); or
(ii)if he is not a member of the MIA, he must have at least three (3) years of working experiences and:
  • He must have passed the examination specified in Part I of the 1st Schedule of the Accountant Act 1967; or
  • He must be a member of one of the Association of Accountants specified in Part II of the 1st Schedule of the Accountant Act 1967; or
(iii)fulfills such other requirements as prescribed or approved by Bursa Securities.

No alternate director shall be appointed as a member of the Committee.

In the event of any vacancy with the result that the number of members is reduced to below three, the vacancy must be filled within 3 months. Therefore, a member of the Audit Committee who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves.

2.

Chairman

 The Chairman, who shall be elected by the Audit Committee, shall be an independent director. In the absent of the Chairman, the remaining members present shall elect one of their numbers present to chair the meeting, who shall be an independent director.

The Chairman should engage on a continuous basis with senior management, such as the chairman of the Board, the Chief Executive Officer, the Chief Financial Officer ("CFO"), the internal auditors and the external auditors in order to be kept informed of matters affecting the company.

3.

Secretary

 The Company Secretary or any officer assigned to, shall be the Secretary of the Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it prior to each meeting.

The Secretary shall also be responsible for keeping the minutes of meetings of the Committee and circulating them to the Committee Members. The Committee Members may inspect the minutes of the Audit Committee at the Registered Office or such other place as may be determined by the Audit Committee.

4.

Meetings

 The Committee shall meet at least four (4) times in each financial year and may regulate its own procedure in lieu of convening a formal meeting by means of video or teleconference. The quorum for a meeting shall be the majority of members present, who shall be independent directors.

The Committee may call for a meeting as and when required with reasonable notice as the Committee Members deem fit.

The Committee shall have discretion to invite any Directors, Management or parties to attend its meeting.

All decisions at such meeting shall be decided on a show of hands on a majority of votes and that the Chairman shall have the casting vote should a tie arise.

The Committee is allowed to exercise control on routine matters that require the Committee's recommendation through disseminate of Committee Circular Resolution.

The external auditors and internal auditors have the right to appear at any meeting of the Audit Committee and shall appear before the Committee when required to do so by the Committee.

5.

Rights

 The Committee shall:
(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;
(d)have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
(e)have the right to obtain independent professional or other advice at the Company's expense;
(f)have the right to convene meetings with the external auditors, excluding the presence of the executive board members and Management, at least once a year and whenever deemed necessary;
(g)promptly report to the Bursa Malaysia Securities Berhad ("Bursa Securities"), or such other name(s) as may be adopted by Bursa Securities, matters which have not been satisfactorily resolved by the Board of Directors resulting in a breach of the listing requirements;
(h)have the right to pass committee resolutions in writing by a majority vote from the Committee;
(i)meet as and when required on a reasonable notice;
(j)the Chairman shall call for a meeting upon the request of the External Auditors.

6.

Duties

a.Risk Management & Internal Control
i.To review the adequacy of and to provide independent assurance to the Board on the effectiveness of the Company's risk management and risk assurance process.
ii.To evaluate the quality and effectiveness of the Company's Internal Control system and management information systems, including compliance with applicable laws, rules, corporate governance requirements and guidelines.
iii.To review and approve the statements to be included in the Annual Report concerning internal controls and risk management.
iv.To recommend to the Board the Director's Statement on Risk Management and Internal Control and any changes to the said Statement.
b.Financial Reporting
i.To review the quarterly results and year end financial statements before recommendation to the Board for approval, focusing particularly on:-
  • Changes in or implementation of accounting policies and practices;
  • Significant matters highlight including financial reporting issues, significant judgements make by management, significant and unusal events or transactions and how these matters are addressed;
  • The going concern assumptions; and
  • Compliance with applicable accounting standards, regulatory and other legal requirements.
c.External Auditors
i.To review with the external auditors on:-
  • the audit plan, its scope and nature;
  • the audit report;
  • the results of their evaluation of the accounting pilicies and systems of internal accounting controls within the Group; and
  • the assistance given by the officers of the Company to external auditors, including any difficulties or disputes with Management encountered durung the audit.
ii.To recommend the appointment or re-appointment of the external auditors, audit fee to your Board, after reviewing the suitability, resources, competency, independence of external auditors, the accounting firm and non-audit services.
iii.To review the independence of the external auditors, including the external auditor's non-audit services and related fees.
iv.To make appropriate recommendations to your Board on matters of resignation, dismissal or cessation of office of the external auditors and secure the reason of such resignation, dismissal or cessation of office.
v.To review and discuss the nature and scope of the external audit strategy and plan for the year.
vi.To review and discuss issues arising from external auditors' interim and final letters of recommendation to management, including management responses and the external auditor's evaluation of the system of internal control and any other matters the external auditor may wish to discuss (in the absence of Management, if required).
vii.To review the significant financial reporting issues and judgements made in connection with the preparation of the annual financial statements.
d.Internal Audit Function
i.To review the adequacy of the scope, functions, competency, resources of internal audit functions and authority of the internal audit function has the necessary to carry out its work.
ii.To review 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.
iii.To annually assess performance of services provided by the internal audit function.
e.Related Party Transactions
To review and recommend to the Board matters regarding Related Party Transactions including disclosures, values of mandates and situations involving potential conflict of interest that may arise within the Company, including any transaction, procedure or course of conduct that raises questions on management integrity.
f.Other Matters
i.To report to Bursa Securities, if the Audit Committee views that a matter resulting in a breach of the Listing Requirements of Bursa Securities reported by the Audit Committee to the Board has not been satisfactorily resolved by the Board.
ii.To highlight such matters as the Audit Committee considers appropriate or as defined by the Board from time to time.

7.

Assessment of the Audit Committee Performance

 The terms of office and performance of the Audit Committee and each of its members shall be reviewed by the Nominating Committee annually.
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