a) Board Charter
b) Terms of Reference of
    Audit Committee

c) Terms of Reference of
    Nomination Committee

d) Terms of Reference of
  Remuneration Committee

e) Code of Conduct
    And Ethics

f) Whistleblowing Policies
    and Procedures

g) Anti-Corruption Policies
    and Procedures

h) Shareholder
    Communication Policy

i) Remuneration Policy
   and Procedures

j) Policies and Procedures
   to Assess the Suitability
   and Independence of
   External Auditors

k) Extract Minutes of
   General Meetings

Terms of Reference of Audit Committee

OBJECTIVES
The objectives of the Audit Committee are to comply with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, Malaysian Code on Corporate Governance, Malaysian Anti-Corruption Commission Act 2009 (Act 694) and to relieve the full Board of Directors from detailed involvement in the review of the results of internal and external audit activities and ensure that audit findings are brought up to the highest level for consideration.


MEMBERS
a) The Audit Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than 3 members. All members of the Audit Committee must be non-executive Directors, with a majority of them being Independent Directors. At least one member of the Audit Committee :-
i) must be a member of the Malaysian Institute of Accountants; or
ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least three years' working experience and :-
(aa) he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act, 1967; or
(bb) 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; or
iii) fulfils such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad.
b) No alternate Director shall be appointed as a member of the Audit Committee.
c) The members of the Audit Committee shall elect a Chairman from among their numbers who shall be an Independent Director.
d) A former key audit partner shall observe a cooling-off period of at least two years before being appointed as a member of the Audit Committee.


FUNCTIONS
The functions of the Audit Committee shall be :-
a) to review the following and report the same to the Board of Directors :-
i. with the external auditors, the audit plan;
ii. with the internal audit function or external auditors, the evaluation of the system of risk management, including business risk management, corruption risk management and internal controls;
iii. with the external auditors, the audit report;
iv. the assistance given by the employees of the Company to the external auditors;
v. 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;
vi. 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;
vii. the quarterly results and year end financial statements, before to the approval by the Board of Directors, focusing particularly on :-
(aa) changes in or implementation of major accounting policy changes;
(bb) significant adjustment arising from the audit;
(cc) significant and unusual events;
(dd) compliance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities, Bursa Malaysia Main Market Listing Requirements and other legal requirements; and
(ee) going concern assumption.
viii. any related party transaction 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;
ix. any letter of resignation from the external auditors of the Company;
x. whether there is reason (supported by grounds) to believe that the Company's external auditors are not suitable for re-appointment;
xi. the external auditors' management letter and management's response;
xii. the list of eligible employee and the allocation of Employees’ Share Option Scheme (ESOS) to be offered to them;
xiii. to review and monitor the Group’s exposure to corruption risk on a strategic basis and to formulate anti-corruption strategies of the Group as well as to make recommendations on corruption risk management and mitigation;
xiv. to review and assess the design and effectiveness of the Group’s anti-corruption framework;
xv. to ensure the implementation of the Group anti-corruption compliance programmes and to review its effectiveness thereof;
xvi. to ensure the implementation of the Group’s anti-corruption monitoring program in relation to the review of controls addressing the Group’s exposure to corruption risks;
xvii. to assess the resources and effectiveness of the Anti-Corruption Oversight Function of the Group and to determine the adequacy of corruption risk reporting;
xviii. to foster knowledge sharing on anti-corruption initiatives throughout the Group;
xix. to ensure that employees, contractors, agents and suppliers are fully aware of the Group’s anti-corruption policies and stand;
xx. to ensure that the Company’s website contains information that is up-to-date and coherently reflective of the Group’s anti-corruption approaches, policies, procedures, systems and activities, which is updated on a periodic basis;
xxi. to investigate any corruption related matters within its terms of reference (and shall have the resources which it needs to do so) and to seek any information it requires from any officers or employee of the Group and such officers or employees shall be instructed by the board of the company employing them to respond to such enquiries on a timely manner and to co-operate with the Committee; and
xxii. to engage independent professional advice (including legal advice), where necessary, and to secure the attendance of outsiders with relevant expertise or experience as it considers necessary to assist in any anti-corruption matters.
b) to do the following, in relation to the internal audit function :-
i. review any appraisal or assessment of the performance of member of the internal audit function;
ii. approve any appointment or termination of senior staff members of the internal audit function; and
iii. take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.
c) to consider :-
i. the major findings or internal investigations and management’s response;
ii. other topics as defined by the Board; and
iii. the nomination of a person or persons as external auditors together with such other functions as may be agreed by the Audit Committee and the Board of Directors.
d) to discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to discuss (in the absence of management where necessary).
e) to report promptly to Bursa Malaysia Securities Berhad on any matter reported by it to the Board of Directors, which has not been satisfactorily resolved resulting in the breach of the Bursa Malaysia Main Market Listing Requirements.


AUTHORITY
The Audit Committee shall have the authority to :
a) 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 Company;
d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity ;
e) obtain independent professional or other advice;
f) convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other Directors and employees of the Company, whenever deemed necessary;
g) to assign and adequately resource a function (which may be external to the organisation) to be responsible for the Group’s anti-corruption framework as well as anti-corruption compliance matters, including provision of advice and guidance to personnel and business associates in relation to the corruption programme;
h) to direct efforts to improve upon the effectiveness of its corruption risks management framework; and
i) to investigate matter related to anti-corruption and other matters within its terms of reference.


MEETINGS AND REPORTING PROCEDURES
a) The agenda for Audit Committee meetings shall be circulated at least five days before each meeting.
b) The Audit Committee shall meet as the Chairman deems necessary but not less than four times a year.
c) The Chairman shall be entitled, where deemed appropriate, to invite any person(s) to meetings of the Audit Committee.
d) The Chairman should engage on a continuous basis with senior management, such as the chairman, the chief executive officer, the finance director, the head of internal audit and the external auditors in order to be kept informed of matters affecting the Company.
e) In order to form a quorum in respect of a meeting of the Audit Committee, the majority of members of the Audit Committee present at the meeting must be Independent Directors.
f) The Secretary is responsible for sending out notices of meetings, preparing and keeping minutes of meetings and circulating the minutes of meetings to all members of the Board.