Audit Committee

Composition
The committee currently comprises three (3) Indepedent Non-Executive Directors. The Committee meets not less than four (4) times a year and is governed by clearly defined terms of reference.


Terms of Reference
Objective
The primary objective of the Audit Committee is to assist the Board in fulfilling its fiduciary responsibilities relating to corporate accounting, system of internal controls, management and financial reporting practices of the Group.

Composition Of The Audit Committee
All members of the Audit Committee must be non-executive directors;

All members of the Audit Committee shall be financially literate and 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 3 years’ working experience and
(a) he must passed the examinations specified in Part 1 of the 1st Schedule      of the Accountants Act 1967; or
(b) he must be a member of one of the association 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. 
 

The Committee shall be appointed by the Board from amongst its number and shall consist of not less than three (3) members. The quorum for meeting of the Committee shall be two (2).

The Chairman of the Committee shall be appointed by the members of the Audit Committee.

Duties & Responsibilities
1. To consider the appointment of the external auditors, the audit fee and any questions of resignation or dismissal.

2. To discuss with the external auditors before the annual audit commences, the nature and scope of the audit plan.

3. To review the quarterly and annual financial statements of the Company and Group focusing particularly on:-

(a) any changes in accounting policies and practices; 
(b) significant adjustments arising from the audit;
(c) the going concern assumption;
(d) compliance with accounting standards and other legal requirements.
 
4. To discuss problems and reservations arising from the final and any interim audits; evaluation of the system of internal controls and any matter the external auditors may wish to discuss, including assistance given by the employees of the Group to the auditors; and to review the auditors’ audit report, management letter and management’s response. 
 

5. To consider any related party transactions and conflict of interest that may arise within the Group.

6. To review 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.

7. Such other functions as may be agreed by the Audit Committee and the Board of Directors.


Authority
The Committee is authorised by the Board within its term of reference and at the cost of the Group to investigate any matter and shall have the resources which are required to perform its duties.

The Committee also has full and unrestricted access to any information pertaining to the Group and has direct communication channels with the external auditors and person carrying out the internal audit function or activity.

The Committee is able to 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.

The Committee is authorised to obtain independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

It is the Committee’s discretion to meet with the external auditors at least twice a year without the presence of the executive directors. If the Committee members are satisfied with the reporting practices as well as the level of independence shown by the external auditors or they are able to clarify matters directly with the external auditors and do not feel the need to convene an additional meeting, this meeting shall not be held.


Meetings & Minutes
Meetings shall be held not less than four times a year. Additionally the Chairman shall convene a meeting of the Committee if requested to do so by its member, the management or the internal or external auditors to consider any matters within the scope and responsibilities of the Committee.

An Agenda shall be sent to all members of the Committee and any persons that may be required to attend. Minutes of each meeting shall be kept and distributed to each member of the Committee and also the members of the Board of Directors. The Secretary to the Audit Committee shall be the Company Secretary.

The term of reference is reviewed and approved by the Board of Directors on 27 July 2016