Investor Relations

Audit Committee

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

Membership

The Audit Committee shall be appointed by the Directors from amongst their numbers (pursuant to a resolution of the Board of Directors) and shall be composed of not fewer than three (3) members, all of whom shall be non-executive directors with the majority being independent directors.

Qualification

At least one member of the Audit Committee:

  1. must be a member of the Malaysian Institute of Accountants; or
  2. if he/she is not a member of the Malaysian Institute of Accountants, he/she must have at least three (3) years’ working experience and:
    • he/she must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
    • he/she must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967;
  3. fulfills such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad (“Bursa Securities”).

The Company must ensure that no alternate director is appointed as a member of the audit committee.

The members of the Audit Committee shall elect a chairman from among their members who is an Independent Director.

In the event the elected Chairman is not able to attend a meeting of the Audit Committee, a member of the Audit Committee shall be nominated as Chairman for the meeting. The nominated Chairman shall be an Independent Director.

A member of the Audit Committee who wishes to retire or resign should provide sufficient written notice to the Board of Directors so that a replacement may be appointed before he/she leaves.

If a member of the Audit Committee resigns, dies or for any other reason ceases to be a member, which results in the number of members be reduced to below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

The term of office and performance of the Audit Committee and each of the members shall be reviewed by the Board at least once every three (3) years to determine whether the Audit Committee and its members have carried out their duties in accordance with their terms of reference.

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