Composition of the Committee
- The Committee shall be appointed by the Board of Directors from amongst its members which fulfils the following requirements:-
- must compose of no fewer than three (3) members;
- must be non-executive director, with a majority of them being independent directors;
- at least one member of the audit committee:-
- must be a member of the Malaysian Institute of Accountants (“MIA”); or
- if he is not a member of the MIA, he must have at least three (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 lI of the 1st Schedule of the Accountants Act 1967; or
- fulfils such other requirements as prescribed or approved by the Exchange.
- shall not comprise of any alternate director of the Company.
- In the event of any vacancy in an audit committee resulting in the non-compliance of the above, the Company must fill the vacancy within three (3) months.
- The Board of Directors must review the term of office and performance of the Committee and each of its members at least once every three (3) years to determine whether such Committee and members have carried out their duties in accordance with their terms of reference.
Duties and Responsibilities of the Committee
The Committee shall discharge the following functions:-
- review the following and report the same to the Board of Directors:-
- with the external auditor:-
- the audit plan;
- his evaluation of the system of internal controls; and
- his audit report;
- the assistance given by the employees of the Company to the external auditor;
- he adequacy of the scope, functions, competency and resources of the internal audit functions (which reports directly to the Committee) and that it has the necessary authority to carry out its work;
- 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;
- the quarterly results and year end financial statements, prior to the approval by the board of directors focusing particularly on:-
- changes in or implementation of major accounting policy changes;
- significant and unusual events; and
- ompliance with accounting standards and other legal requirements;
- 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 integrity;
- any letter of resignation from the external auditors;
- whether there is reason (supported by grounds) to believe that the Company’s external auditor is not suitable for re-appointment; and
- allocation of options pursuant to a share scheme for employees.
- recommend the nomination of a person or persons as external auditors.
- report promptly to the Exchange where the Committee is of the view that a matter reported by it to the board of directors has not been satisfactorily resolved resulting in a breach of the Listing Requirements.
- handle matters related to the whistleblowing as follows:
- recommend the nomination of a person or persons as the members of Whistleblowing Committee (WBC);
- review the complaints presented by the WBC and decide on the appointment of appropriate party to carry out an investigation for significant cases;
- report the investigation results/findings and recommend the actions to be taken to the Board of Directors.
Rights of the Committee
The Committee shall, in accordance with a procedure to be determined by the board of directors and at the cost of the Company,:-
- have authority to investigate any matter within its terms of reference;
- have the resources which are required to perform its duties;
- have full and unrestricted access to any information pertaining to the Company;
- have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
- be able to obtain independent professional or other advice; and
- be 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.
Procedure of Committee Meeting
The chairman shall be elected by the Committee from among their members who shall be an independent director.
If at any meeting the Chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, the members present shall choose one of their numbers, to act as chairman.
The majority of members who must be the independent directors present shall be a quorum.
The financial controller, the internal auditor and a representative of the external auditor shall normally attend the meeting. Other directors and employees attend any particular audit committee meeting only at the Committee’s invitation, specific to the relevant meeting. The Committee may invite any person to be in attendance to assist in its deliberations.
Anyone of the Company Secretary shall act as the secretary of the Committee.
Any member may at any time, and the financial controller and the Secretary shall on the requisition of any of the members or the external auditors summon a meeting.
Meetings shall be held at least four (4) times a year to review the quarterly results and year end financial statements.
- Resolution in Writing
A resolution in writing signed by all members of the Audited Committee for the time being entitled to receive notice of an Audit Committee meeting, shall be as valid and effectual as if it had been passed at a meeting of the Audit Committee duly convened and held.
Any resolution coming within the provisions of this Regulation may consist of several documents in like form, each signed by one or more member of the Audit Committee.
Any such document may be accepted as sufficiently signed by a member if transmitted to the Company by telex, telegram, cable, facsimile or other electrical written message purporting to include a signature of the member.
Except in the case of an emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to any member either personally or by sending it via fax or through the post or by courier to such member to his registered address as appearing in the Register of Directors, as the case may be.
- Voting and Proceedings
A resolution put to the vote of the meeting shall be decided on a show of hands. In the case of an equality of votes, the Chairman shall be entitled to a second or casting vote.
- Keeping of Minutes
The minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and shall be circulated to the Committee and the Board of Directors.
- Custody, Production and Inspection of Such Minutes
The minutes shall be kept by the Company at the Office or the principal place of business in Malaysia of the Company, and shall be open to the inspection of any member without charge.