Term of Reference

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  1. TERMS OF REFERENCE OF AUDIT COMMITTEE
    (Revised on 23rd May 2016)

    Constitution

    The Audit Committee was established by the Board in 1996.


  2. Membership

    The Audit Committee shall be appointed by the Board of Directors from amongst their members (who are not alternate directors or executive directors), comprising at least three (3) members with a majority of them being independent directors. All members of the Committee shall be financially literate and at least one member of the Committee shall be a member of the Malaysian Institute of Accountants or fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.


  3. Chairman

    The members of the Audit Committee shall elect a Chairman from amongst their number who shall be an independent member.


  4. Vacancy, Retirement and Resignation

    All members, including the Chairman, shall hold office only as long as they serve as directors of the Company.

    If for any reason the membership of the Committee fails to comply with the membership requirements, the Board shall within three (3) months of the event, appoint such number of new member as may be required to fill the vacancy.


  5. Duties and Responsibilities

    The Audit Committee shall:

    1. Provide assistance to the Board in fulfilling its fiduciary responsibilities relating to the corporate accounting and reporting practices of the Company and the Group.
    2. Maintain, through regularly scheduled meetings, a direct line of communication between the Board and the External Auditors as well as Internal Auditors.
    3. Act upon the Board’s request to investigate and report on any issue or concerns in regard to management of the Company and the Group.
    4. Obtain independent professional or other advice, wherever necessary and reasonable for the performance of its duties.
    5. 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.
    6. Prepare an Audit Committee Report for the consideration of the Board at the end of each financial year for inclusion in the Annual Report of the Company.
    7. Report to Bursa Malaysia Securities Berhad ("Bursa Securities") where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Bursa Securities Main Market Listing Requirements.
    8. Establish policies and procedures to assess the suitability and independence of the External Auditors taking into account the provision of non-audit services will not impair their independence and to obtain written assurance from the External Auditors that the conduct of audit engagement is in accordance with the terms of all relevant professional and regulatory requirements.
    9. Carry out the responsibilities as required under Whistle Blowing Policy and Procedures upon receiving reports on misconduct, wrongdoing, corruption, fraud, waste and/or abuse.

    The Audit Committee shall review, appraise and report to the Board on:

    1. Financial Reporting
      1. The effectiveness of accounting, financial reporting, risk management and internal control system within the Company and the Group.
      2. The propriety of the accounting policies and practices adopted by management and accepted by the External Auditors, where alternatives are also acceptable.
      3. The quarterly results and year-end financial statements, before submission to the Board for approval, focusing particularly on:-
        1. • changes in or implementation of major accounting policy changes;
        2. • significant matters highlighted including financial reporting issues, significant judgments made by management, significant and unusual events or transactions, and how these matters are addressed; and
        3. • compliance with accounting standards and other legal requirements.

    2. External Audit
      1. The scope of the External Auditors’ audit plan, their evaluation of the system of internal controls and the audit reports on the financial statements and the assistance given by the Company’s officers to the External Auditors.
      2. The nomination, appointment and re-appointment of the External Auditors and their remuneration, and any matters arising from their resignation or dismissal.

    3. Internal Audit
      1. The adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work.
      2. The internal audit programme, processes, the results of the internal audit programme, process or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function.
      3. The scope of the Internal Auditors’ plan, their evaluation of the system of internal control and the internal audit reports.
      4. The appointment and termination of Internal Auditors and any matters arising from their resignation or dismissal.

    4. Related Party Transactions
      1. Any related party transaction and conflict of interest situation that may arise within the Company and the Group including any transaction, procedure or course of conduct that raises questions of management integrity.

  6. Powers and Authority

    In carrying out their duties and responsibilities, the Audit Committee shall in principle have full, free and unrestricted access to all the Company’s and the Group’s records, properties and personnel.


  7. Meetings

    The Audit Committee shall meet at least four (4) times a year, although additional meetings may be called at any time at the Chairman’s discretion and if requested by any member or internal or external auditors. The Committee may invite any person to be in attendance at each meeting.

    The Chairman of the Audit Committee shall engage on a continuous basis with senior management, such as the Chairman of the Company, the Chief Executive Officer (if any), the Finance Director (if any), the head of internal audit and the external auditors in order to be kept informed of matters affecting the Company.

    A meeting shall be called by notice in writing of not less than seven (7) days or such shorter notice as may be agreed by the members.

    A quorum for each meeting shall be two (2) members, the majority of members present must be independent members.


  8. Minutes

    Minutes of each meeting shall be kept and distributed to each member of the Committee and the Board. The Chairman shall report on each meeting to the Board. The secretary to the Committee shall be the Company Secretary.




  9. TERMS OF REFERENCE OF THE NOMINATION AND REMUNERATION COMMITTEE
    (Adopted in November 2007)

    Constitution

    The Board resolved on 24 May 2001 to establish a committee of the Board to be known as the Nomination and Remuneration Committee (hereinafter referred to as “the Committee”).


  10. Membership

    The Committee shall be composed of at least two (2) members, appointed by the Board from amongst their members (who are not alternate directors), to comprise exclusively of non-executive directors. A majority of the Committee must be independent directors.


  11. Chairman

    The members of the Committee shall elect a Chairman from amongst their number who shall be an independent director.


  12. Vacancy, Retirement and Resignation

    All members, including the Chairman, shall hold office only as long as they serve as directors of the Company. If for any reason the number of members of the Committee falls below two (2), the Board shall within three (3) months of the event, appoint such number of new member as may be required to make up the minimum number of two (2) members.


  13. Powers and Authority

    The Committee is responsible for proposing new nominees for the Board and for assessing directors on an on-going basis. In addition, the Committee is responsible for establishing a procedure for developing policy on the remuneration packages of the directors.

    The ultimate decisions of the nomination of directors and the determination of the level of remuneration shall be the responsibility of the Board as a whole after considering the recommendations of the Committee. Directors, whether executive or non-executive, shall not participate in decisions on their own remuneration packages.


  14. Duties and Responsibilities

    The Committee, in discharging its duties and responsibilities, shall:

    1. Recommend to the Board, candidates for all directorships on the Board of the Company. In making its recommendations, consider the candidates’–
      • skills, knowledge, expertise and experience;
      • professionalism;
      • integrity; and
      • in the case of candidates for the position of independent non-executive directors, also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from independent non-executive directors.
    2. Recommend to the Board, directors to fill the seats on all the Board Committees.
    3. In making its recommendations, consider candidates from the management and, within the bounds of practicability, candidates as proposed by any director or shareholder.
    4. Review and assess annually the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual director, including independent non-executive directors, as well as the Chief Executive Officer (if any) taking into account the required mix of skills and experience and other qualities of the Board. All assessments and evaluations carried out in the discharge of all its functions should be properly documented.
    5. Recommend to the Board, a policy for determining the executive and non-executive directors’ remuneration packages of the Company, drawing from outside advice whenever necessary, to be structured so as to link rewards to corporate and individual performance, reflecting the experience and level of responsibilities undertaken by the individual concerned.
    6. Review and assess annually the framework of executive remuneration and its cost and to determine on behalf of the Board specific remuneration packages and conditions of employment for executive directors to ensure that the Company attracts and retains those executives needed to run the Company successfully.

  15. Meetings

    The Committee shall meet at least once a year, although additional meetings may be called at any time at the Chairman’s discretion and if requested by any member or Board. The Committee may invite any person to be in attendance at each meeting.

    A meeting shall be called by notice in writing of not less than seven (7) days or such shorter notice as may be agreed by the members.

    No business shall be transacted at any meeting unless a quorum of (2) members is present.


  16. Minutes

    Minutes of each meeting shall be kept and distributed to each member of the Committee and the Board. The Chairman shall report on each meeting to the Board. The secretary to the Committee shall be the Company Secretary.




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