TERMS OF REFERENCE OF AUDIT COMMITTEE

  1. MEMBERSHIP

    1.1

    The Audit Committee (“Committee”) shall be appointed by the Board of Directors (“Board”) from amongst the Directors of the Company. The Committee shall comprise of not less than three (3) members.
    1.2

    All members of the Committee must be non-executive Directors, a majority of whom are Independent as defined in Chapter 15.09 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).

    1.3

    The members of the Committee should be financially literate and shall include at least one (1) member:

    a)

    who is a member of the Malaysian Institute of Accountants; OR

    b)

    who must have at least three (3) years’ working experience and:

    • have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
    • is a member of one (1) of the Associations of Accountants specified in Part II of the First Schedule of the Accountants Act 1967; OR
    c)

    who must have at least three (3) years’ post qualification experience in accounting or finance and:

    • has a degree/ masters/ doctorate in accounting or finance; or
    • is a member of one (1) of the professional accountancy organisations which has been admitted as a full member of the International Federation of Accountants; OR
    d)

    who must have at least seven (7) years’ experience being a chief financial officer of a corporation or having the function of being primarily responsible for the management of the financial affairs of a corporation.
    1.4

    No Alternate Director shall be appointed as a member of the Committee.
    1.5

    No former partner of the external audit firm shall be appointed as a member of the Committee before observing a cooling-off period of at least three (3) years.
    1.6

    The members of the Committee shall elect a Chairman from amongst their number, who shall be an Independent Director. The Chairman of the Board shall not be the Chairman of the Committee.
    1.7

    If a member of the Committee resigns, dies or for any reason ceases to be a member resulting in the non-compliance of paragraphs 1.1, 1.2 or 1.3 above, the Board must fill the vacancy within three (3) months.
    1.8

    The terms of office and performance of the Committee and each of its members shall be reviewed by the Board, through the Nomination and Remuneration Committee, annually to determine whether the Committee and its members have carried out their duties in accordance with the terms of reference of the Committee.
    1.9

    The membership of the Committee shall be terminated upon the cessation of him /her as a Director of the Company, or as determined by the Board.
    1.10

    Members of the Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary.