Audit Committee- Terms of Reference
Functions of the Audit Committee
- To consider the appointment of external auditors, the audit fee and any question of resignation or dismissal including recommending and nominating of person or persons as external auditors;
- To discuss with the external auditors when necessary on the nature and scope of audit and to ensure coordination of audit where more than one audit firm is involved;
- To review the quarterly results and year-end financial statements prior to the approval by the Board, focusing on:
- going concern assumption
- compliance with accounting standards and regulatory requirements
- any changes in accounting policies and practices
- significant issues arising from the audit
- major judgmental areas
- The Audit Committee shall be appointed by the Board of Directors amongst the Directors of the Company which fulfils the following requirements:
- the Audit Committee must composed of no fewer than three (3) members;
- all members of the Audit Committee must be Non-Executive Directors, with a majority of them being Independent Directors; and
- at least one member of the Audit Committee:
- must be a member of the Malaysian Institute of Accountants; or
- if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and:-
- he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
- 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
- fulfils such other requirements as prescribed or approved by the Bursa Securities.
The Audit Committee shall hold at least four regular meetings per year and such additional meetings as the Chairman of the Audit Committee shall decide in order to fulfil its duties.
A quorum shall consist of a majority of independent directors.
The Company Secretary shall be the Secretary of the Audit Committee or in her absence, another person authorized by the Chairman of the Audit Committee.
The Audit Committee may, as and when deemed necessary, invite other Board members and senior management members to attend the meetings.
The external auditors may be required to attend the meetings when it is necessary. At least once a year, the Audit Committee shall meet with the external auditors without the presence of executive board member and management.
The Chairman may engage on a continuous basis with senior management in order to be kept informed of matters affecting the Company in a timely manner.
The Audit Committee in performing its duties, is granted the authority to:
- investigate any issues within its terms of reference;
- have the necessary resources which are required to perform its duties;
- have unrestricted access to any information pertaining to the Company;
- directly communicate with the external auditors, persons carrying out the internal audit function and the employees of the Group;
- be able to obtain independent professional or other advice; and
- have meetings with external auditors, without the attendance of the executive members of the committee, whenever it is deemed necessary.