The Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three (3) members, a majority of them shall be independent Directors.
At least one (1) member of the Committee must be a member of the Malaysian Institute of Accountants or similar qualification as prescribed in Part I or Part II of the First Schedule of the Accountants Act, 1967 with at least 3 years’ working experience.
No Alternate Director may be appointed as a member of the Committee.
The members of the Committee shall elect a Chairman from among their members who shall be an Independent Non-executive Director.
In the event of any vacancy in the Committee resulting in the number of Directors falling below three (3) members, the Board of Directors must fill the vacancy within three (3) months to make up the minimum number of three (3) members.
The Nomination Committee to review the terms of office and performance of the Committee and each of its members annually to determine whether the Committee and its members have carried out their duties in accordance with their terms of reference.
The Committee is authorised by the Board to investigate any matter within its terms of reference.
The Committee is authorised to obtain any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.
The Committee shall have unrestricted access to any information pertaining to the Group, from both the internal and external auditors, and have the power to carry out Internal Audit function or activity and 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 external legal or other independent professional advice as necessary.
Duties and Responsibilities
The duties of the Committee shall be among others:
To review the following and report the same to the Board of Directors:-
with the external auditors, the audit plan;
with the external auditors, their evaluation of the system of internal controls;
with the external auditors, the audit report, in the absence of management where necessary;
the assistance given by the employees of the Company to the external auditors;
the adequacy of the scope, functions and resources of the Internal Audit function 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: 1) changes in or implementation of major accounting policy, 2) significant matters highlighted including reporting issues, significant judgment made by management, significant and unusual events or transactions, and how these matters are addressed and 3) compliance with accounting standard 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 of the Company; and
whether there is a reason (supported by grounds) to believe that the Company’s external auditors are not suitable for re-appointment.
To recommend the nomination of a person or persons as external auditors.
To review risk reports prepared by the Risk Executive Committee, assess the adequacy and effectiveness of the risk management framework and the appropriateness of Management’s responses to key risk areas and proposed recommendations for improvement to be implemented.
To engage on a continuous basis with senior management, such as the Chairman of the Board, the Executive Director(s), the Head of Finance, the internal auditors and the external auditors in order to be kept informed of matters affecting the Company, when necessary.
To promptly report to the Bursa Malaysia Securities Berhad of matters reported by the Audit Committee to the Board of Directors which have not been satisfactorily resolved, resulting in a breach of the Bursa Malaysia Securities Berhad’s Listing Requirements.
Meetings shall be held not less than four (4) times a year. In addition, the Chairman is required to call for a meeting of the Committee, if requested to do so by any Committee members, any Executive Directors or the external auditors.
A quorum shall be two (2) members, majority of whom must be independent directors.
Other directors and employees may attend any particular Audit Committee meeting only at the Committee’s invitation, specific to the relevant meeting.
The Company Secretary shall be the Secretary to the Committee.
The Secretary shall be responsible for keeping the minutes of meetings of the Committee and circulating them to all members of the Committee and other members of the Board. The Chairman of the Committee shall report on each meeting to the Board.