Terms of Reference of Audit Committee
Revised on 23 November 2021

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  4. Audit Committee

    1. CONSTITUTION

      2. The Audit Committee (hereinafter referred to as the “Committee”) was established by the Board in 1996.


    2. MEMBERSHIP

      3. The Committee shall be appointed by the Board from amongst their members (who are not alternate directors), to comprise at least three (3) members, all of them independent directors. The Chairman of the Board should not be a member of the Committee.

      All members of the Committee shall be financially literate, competent, able to understand matters under the purview of the Committee 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 ("Bursa Securities").

      All members should undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.

      No former partner of the Company’s external audit firm and/or the affiliate firm (including those providing advisory services, tax consulting, etc.) shall be appointed as a member of the Committee before first observing a cooling-off period of at least three (3) years.


    3. CHAIRMAN

      4. The members of the Committee shall elect a Committee Chairman from amongst their member (“Chairman”).


    4. VACANCY, RETIREMENT AND RESIGNATION

      5. 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. POWERS AND AUTHORITY

      6. In carrying out their duties and responsibilities, the Committee shall in principle have full, free and unrestricted access to all the Company’s and its subsidiaries’ (collectively, the “Group”) records, properties and personnel. At the cost of the Company, the Committee can obtain independent professional or other advice.


    6. DUTIES AND RESPONSIBILITIES

      7. The Committee, in discharging its duties and responsibilities, 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. Address significant matters related to the Company’s audit and its financial statements and provide advice on whether the financial statements provide a true and fair view of the Company’s financial position and performance.
      3. Maintain, through regularly scheduled meetings, a direct line of communication between the Board and the External Auditors as well as Internal Auditors.
      4. Communicate its insights, views and concerns about relevant transactions and events to the Internal and External Auditors.
      5. 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.
      6. Obtain independent professional or other advice, wherever necessary and reasonable for the performance of its duties.
      7. 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.
      8. Report to 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.
      9. Establish, implement and review policies and procedures to assess the suitability, objectivity, performance and independence of the External Auditors taking into account that the level of fees 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.
      10. Review and approve any engagement of non-audit services by the External Auditors by taking into account whether the independence of External Auditors will be impaired by virtue of the non-audit engagement.
      11. Carry out the responsibilities as required under the Anti-Corruption Policy and Guidelines and Whistle Blowing Policy and Procedures upon receiving reports on misconduct, wrongdoing, corruption, fraud, and/or abuse.
      12. To review the effectiveness of the internal control systems for monitoring compliance with laws and regulations and to receive the report of management’s investigation and follow up on any instances of non-compliance (including disciplinary action).
      13. Review the Committee’s Terms of Reference, Corporate Governance Overview Statement, Corporate Governance Report, Risk Management and Internal Control Statement, Anti-Corruption Policy and Guidelines and Whistle Blowing Policy and Procedures, where necessary in line with changes to the relevant laws, the prevailing corporate governance best practices or other regulatory requirements, and recommend the same to the Board for approval.
      14. Prepare the 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.
      15. Carry out any other function that may be mutually agreed upon by the Committee and the Board.

      The 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:-
          • Changes in or implementation of major accounting policy changes;
          • 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
          • 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 in accordance with the established policies, procedures, laws or by-laws and any matters relating to their resignation, dismissal or non-reappointment supported by grounds.
        3. The Committee’s concerns on matters that may have an effect on the financial or audit of the Company.

      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 assessments, 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 performance evaluation and budget for the internal audit function.
        5. The appointment and termination of Internal Auditors and any matters relating to their resignation or dismissal.

      4. Risk Management and Internal Controls
        1. The adequacy and integrity of internal control systems; including risk management and management information systems.
        2. The Group risk profile on yearly basis with focus on the key or significant risks identified.
        3. Statement on Risk Management and Internal Control for inclusion in the Annual Report.

      5. Related Party Transactions

        6. 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. Other Matters

        7. Any other matters as prescribed by Bursa Securities.


    7. MEETINGS

      8. The 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 Committee shall engage on a continuous basis with senior management, such as the Chairman of the Company, the Managing Director, the Finance Director (if any), the Internal Auditors 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.


    8. MINUTES

      9. 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. CIRCULAR RESOLUTIONS

      10. A circular resolution signed by a majority of the Committee members for the time being shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted. Any such resolution may consist of several documents in like form each signed by one (1) or more Committee members. Any such document may be accepted as sufficiently signed by a Committee member if transmitted to the Company by telex, telegram, cable, facsimile or other electrical or digital written message to include a signature of a Committee member.


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