Audit Committee Terms Of Reference

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.

The Chairman of the Board must not be a member of Audit Committee.

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:
(iii)	He must have passed the examination specified in Part I of the 1st Schedule of the Accountant Act 1967; or
(iv)	He must be a member of one of the Association of Accountants specified in Part II of the 1^st Schedule of the Accountant Act 1967; or
(v)	fulfill such other requirements as prescribed or approved by Bursa Securities.

2. Chairman

The Chairman, who shall be elected by the Audit Committee, shall be an independent director and the Chairman of the Audit Committee must not be a Chairman of the Board. 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/Written 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.

The external auditors have right to request for meeting and upon request, the Chairman of Audit Committee must convene a meeting of committee to consider any matter the external auditor believe should be bought to the attention of directors or shareholders.

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 and the management;
(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 twice 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

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.

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 unusual events or transactions and how these matters are addressed; significant adjustment arising from the audit major judgemental areas The going concern assumptions; and Compliance with applicable accounting standards, regulatory and other legal requirements.
ii.	To review and provide advice on whether the financial statements are taken as a whole provide a true and fair view of the Group's financial position and performance.
iii.	To ask probing questions to ascertain whether the financial statements are consistent with operational and other information known, where there are significant matters requiring judgement.

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 policies 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 during the audit. external auditors' management letter and management's response thereto.
ii.	To assess the suitability, objectivity, terms of office and independence on annual basis through the performance evaluation undertaken by the Committee based on the policies and procedures which includes the consideration on: The criteria for appointment and re-appointment of the external auditors such as the assessment of the competency independency, audit quality and resource capacity of the external auditor in relation to the audit. The assessment should also consider the information presented in the Annual Transparency Report of the audit firm. If the Annual Transparency Report is not available, the Committee may engage the audit firm on matters typically covered in an Annual Transparency Report including the audit firm's governance and leadership structure as well as measures undertaken by the firm to uphold audit quality and manage risks as well as corporate liabilities risks; the appropriateness of audit fees to support a quality audit; requirement for non-audit service to be approved by the Committee before they rendered by the external auditor and its affiliates while taking into account the nature and external of the non-audit services and the appropriateness of the level of fees; requirement to obtain written assurance from the external auditor 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; and the conduct of an annual evaluation on the performance of the external auditor and undertaking follow-up measures, where required.
iii.	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.
iv.	To review and discuss the nature and scope of the external audit strategy and plan for the year.
v.	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).
vi.	To review the significant financial reporting issues and judgements made in connection with the preparation of the annual financial statements.

Internal Audit Function

In relation to the internal audit function, the responsibilities of the Committee are to:-

review the adequacy of the scope, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work;
review the internal audit plan, programme, processes, and the reporting structure;
review the findings of the internal auditor's reports, investigations undertaken and whether or not appropriate actions are taken by the management, based on the recommendations of the internal auditors;
review the appraisal or assessment of the performance of the internal audit function on an annual basis; and
review any special audit which the Committee deems necessary.

Related Party Transactions ("RPT") and Recurrent RPT ("RRPT")
To review and recommend to the Board matters regarding any RPT and RRPT, including disclosures, values of mandates and situations involving conflict of interest and potential conflict of interest that may arise within the Company, including any transaction, procedure or course of conduct that raises questions on management integrity.

Other Matters

i.	To review all financial related reports and statements as required by the Ace Market Listing Requirements, for inclusion in the Annual Report.
ii.	To verify allocation of units or options issued pursuant to the various incentive or retention schemes implemented by the Group (if any).
iii.	To obtain regular updates from the management regarding compliance matters.
iv.	To review findings, queries or investigation by the regulatory agencies (if any).
v.	To review the adequacy and appropriateness of Anti-Bribery and Anti- Corruption Policy and Whistleblowing Policy, when necessary.
vi.	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.
vii.	To highlight such matters as the Audit Committee considers appropriate or as defined by the Board from time to time.
viii.	To carry out any other functions that may be mutually agreed upon by the Committee and the Board.

The Terms of Reference of the AC is last reviewed on 28 February 2022.