Terms of References
Terms of Reference
To ensure a review of the Board candidates is undertaken in a disciplined and objective manner.
The Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of no fewer than 2 members, all of whom should comprise exclusively of non-executive directors, a majority of whom must be independent.
The Committee shall meet as and when is required and at least once a year. In order to form a quorum, at least two (2) members of the committee must be present.
The Committee may invite any senior management staff or professional adviser to be in attendance.
The Company Secretary and their nominees shall be the secretary of the Committee.
The Committee is empowered to bring to the Board recommendations as to the appointment of any new executive or non-executive director.
1. To recommend to the board, candidates for all directorships to be filled by the shareholders or the Board. In making its recommendation, the Committee should consider the candidate’s:-
(a) Skills, knowledge, expertise and experience;
(b) Competencies, commitment, contribution and performance;
(e) In the case of the candidates for the position of independent non-executive directors, the NC should also evaluate the candidate’s ability to discharge such responsibilities/ functions as expected from independent non-executive directors
|2. To consider, in making recommendations, candidates for directorships proposed within the bounds of practicability, by any senior executive or any director or shareholder.
|3. To ensure the board composition meets the needs of the Company.
|4. To develop, maintain and review the criteria to be used in the recruitment process and annual assessment of directors.
|5. To recommend to the board, directors to fill the seats on board committees.
|6. To review its required mix of skills and experience and other qualities, including core competencies which Directors of the Company should bring to the board.
|7. To annually assess the effectiveness of the board as a whole and assess the contribution of each individual director, including independent non-executive directors, as well as the chief executive officer.
|8. To review the re-appointment and re-election of Directors of the Company.
|9. To facilitate board induction and training programmes.
|10. To review the term of office and performance of Audit and Risk Management Committee and each of its members annually.
Terms of Reference
The Audit Committee comprises of three (3) members of the Board who are Independent Non-Executive Directors and two who are members of the Malaysian Institute of Accountants (MIA). The members of the Audit Committee are as follows:-
Dato’ Shaiful Annuar bin Ahmad Shaffie (Independent Non-Executive Director)
Peter Wong Hoy Kim (Senior Independent Non-Executive Director)
Dato’ Rosli bin Sharif (Independent Non-Executive Director)
The Board has established a Committee of the Board to be known as the Audit Committee with authority and duties as specified in these terms of reference.
The primary objective of the Audit Committee is to assist the Board of Directors in the effective discharge of its fiduciary responsibilities for corporate governance, financial reporting practices, risk management, system of internal control, audit process and the process for monitoring compliance with laws and regulations.
The Audit Committee shall be appointed by the Board of Directors from among its members which fulfills the following requirements:-
1. The audit committee must be composed of no fewer than three (3) members;
2. All the audit committee members must be non-executive directors, with a majority of them being independent directors;
3. 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:-
(aa) He must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
(bb) 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
(cc) Fulfills such other requirements as prescribed or approved by the Exchange.
No alternate director shall be appointed as a member of the Audit Committee. The Audit Committee shall elect a Chairman from amongst its members who shall be an independent director. In order to form a quorum of the Audit Committee meeting, the majority of members present must be independent directors.
In the event of any vacancy in the Audit Committee resulting in the non-compliance of the membership requirements, the Board of Directors shall, within 3 months of that event, appoint such number of new members as may be required to fill the vacancy.
Members of the Audit Committee may relinquish their membership in the Audit Committee with prior written notice to the Secretary and may continue to serve as Directors of the Company. The Company Secretary shall be the Secretary of the Audit Committee.
The Board of Directors will review the term of office and performance of the Audit Committee and each of its members at least once every 3 years to determine whether the Audit Committee and members have carried out their duties in accordance with their terms of reference.
The Audit Committee shall have the following authority as empowered by the Board of Directors:-
- 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, records, properties and personnel of the Company and its subsidiaries;
- Have direct communication channels with both the external auditors and the internal auditors or person(s) carrying out the internal audit function or activity;
- Be able to obtain independent professional or other advice and to invite outsiders with relevant experience to attend the Audit Committee meetings where necessary and to brief the Audit Committee thereof; 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 or its subsidiaries, whenever deemed necessary.
The Audit Committee shall take into cognizance in its deliberations the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad (“Bursa Securities”) and the Malaysian Code of Corporate Governance 2012, and any other pertinent regulations and laws, as well as revisions which may come into force thereafter.
Where the Audit 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 Main Market Listing Requirements of the Bursa Securities, the Audit Committee shall promptly report such matter to the Bursa Securities.
Functions/Duties and Responsibilities
In fulfilling its primary objectives, the Audit Committee shall, amongst others, discharge the following functions/duties and responsibilities and report the same to the Board of Directors:-
Review the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on:-
|Review and discuss with the external auditors of the following:-
|Review the following in respect of Internal Auditors:-
|Review any related party transaction and conflict of interest situation that may arise within the Company or the Group.
|Assess the Company’s risks and the control systems aimed at addressing those risks.
|Review with the external auditors the statement made by the Board with regards to the state of risk management and internal control of the Group and to prepare the Audit Committee Report at the end of each financial year for inclusion in the Company’s Annual Report. The Audit Committee Report shall include the following:-
|Ensure proper implementation and recommend appropriate remedial and corrective measures in respect of such findings arising from inspections conducted by the regulators.
|Review the changes in statutory requirements and any rules issued thereunder, and any significant audit problems that can be foreseen either as a result of the previous years’ experience or because of new development.
|In compliance with Paragraph 15.16 of Bursa Securities Listing Requirements, where the Audit 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 Main Market Listing Requirements, the Audit Committee must promptly report such matter to Bursa Securities.
|Assist the Board to discharge its statutory duties and responsibilities and carry out such other responsibilities, functions or duties as may be assigned by the Board of Directors from time to time.
Frequency of Meetings and Attendance
The Audit Committee shall meet at least five (5) times annually, or more frequently as circumstances dictate. The Audit Committee may invite any non-member Director, external auditor or employee of the Group to attend any of its meetings, to assist in its deliberations and resolutions of matter raised. However, the Committee shall meet with the external auditor without Executive Board members present at least twice a year.
Upon the request of the external auditor, the Chairman of the Audit Committee shall convene a meeting of the Committee to consider any matter the external auditor believes should be brought to the attention of the directors or shareholders.
Proceedings of the Audit Committee Meeting
(a) Calling of Meetings
The members may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, provided that they shall have a minimum of five (5) meetings in a financial year.
(b) Notice of Meeting
Notice of a meeting of the Audit Committee shall be given to all the members in writing via facsimile, hand delivered or by courier service. Unless otherwise determined by the Board of Directors from time to time, seven (7) days’ notice shall be given, except in the case of an emergency, shorter notice may be given.
(c) Voting and Proceeding of Meeting
The decision of the Audit Committee shall be by a majority of votes and the determination of the Audit Committee. In case of an equality of votes, the Chairman of the meeting shall have a second or casting vote. Circular Resolutions signed by all the members shall be valid and effective as if it had been passed at a meeting of the Audit Committee.
(d) Keeping of Minutes
The Secretary shall maintain minutes of the proceedings of the meetings and circulate such minutes to all members of the Committee and also members of the Board. The Audit Committee Chairman shall report on each meeting to the Board.
(e) Custody, Production and Inspection of Minutes
The minutes of proceedings of the Audit Committee shall be kept by the Secretary at the registered office of the Company, and shall be opened for the inspection of any member of the Committee or any member of the Board of Directors.