The objectives of the Audit Committee are to comply
with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and the Malaysian Code on Corporate Governance 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.
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 :-
be a member of the Malaysian Institute of Accountants; or
is not a member of the Malaysian Institute of Accountants, he must have at
least three years' working experience and :-
he must have passed the examinations
specified in Part 1 of the 1st Schedule of the Accountants Act,
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
such other requirements as prescribed or approved by the Bursa Malaysia
No alternate Director shall be appointed as
a member of the Audit Committee.
The members of the Audit Committee shall
elect a Chairman from among their numbers who shall be an Independent Director.
The functions of the Audit Committee shall be
to review the following and report the same
to the Board of Directors :-
the external auditors, the audit plan;
the external auditors, the evaluation of the system of internal controls;
with the external auditors, the audit
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 :-
in or implementation of major accounting policy changes;
significant adjustment arising from the audit;
and unusual events;
compliance with MASB
Approved Accounting Standards in
for Entities Other than
Private Entities, Bursa Malaysia Main Market Listing Requirements and other
legal requirements; and
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
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
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.
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.
major findings or internal investigations and management’s response;
topics as defined by the Board; and
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
The Audit Committee shall have the authority to :
investigate any matter within its terms of
the resources which are required to perform its duties;
full and unrestricted access to any information pertaining to the Company;
direct communication channels with the external auditors and person(s) carrying
out the internal audit function or activity
obtain independent professional or other
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. However, the committee
should meet with the external auditors without Executive Board members present
at least twice a year.
Meetings and Reporting
The agenda for Audit Committee meetings
shall be circulated at least five days before each meeting.
The Audit Committee shall meet as the
Chairman deems necessary but not less than four times a year.
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.