Audit Committee

AUDIT COMMITTEE

The Audit Committee (“the Committee”) comprises the following members:-

Mr. Chan Chee Yuan

Chairman - Independent Non-Executive Director

Dato’ Abdul Murad Bin Khalid

Member - Non-Independent Non-Executive Director

Datuk Ng Kam Chiu

Member – Independent Non-Executive Director

TERMS OF REFERENCE

1.    Composition

The Committee shall be appointed from amongst the Board and shall comprise of at least three (3) members. All Committee Members must be non-executive directors with a majority of independent directors. All Committee Members should be financially literate and at least one (1) member must be a member of the Malaysian Institute of Accountants (MIA); or possess such other qualifications and/or experience as approved by Bursa Malaysia Securities Berhad. The Chairman shall be an independent director. If a Committee Member for any reason ceases to be a member with the result that the number of members is reduced to below three (3), the Board shall within three (3) months of the event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

2.    Meetings

The Committee shall meet at least four (4) times a year, with due notice of issues to be discussed, and should record its conclusion in discharging its duties and responsibilities. The head of finance, the head of internal audit and a representative of the external auditors should normally attend meetings. Other board members may attend meetings upon invitation of the Committee. The Committee shall have the authority to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, at least twice a year. The quorum for a meeting shall be two (2) members, provided that the majority of members present at the meeting shall be independent.

3.    Authority

The Committee shall have explicit authority to investigate any matter within its terms of reference, the resources to do so, and full and unrestricted access to information. The Committee should be able to obtain independent professional or other advice and to invite outsiders with relevant experience to attend, if necessary.

4.    Duties and Responsibilities

(a)    To consider the appointment of the external auditors and any question of resignation or dismissal;

(b)    To discuss with the external auditors before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;

(c)    To review the quarterly and year-end financial statements of the board, focusing particularly on:
•    any change in accounting policies and practices;
•    significant adjustments arising from the audit;
•    the going concern assumption; and
•    compliance with accounting standards and other legal requirements.

(d)    To discuss problems and reservations arising from the interim and final audits,
and any matter the auditors may wish to discuss (in the absence of management where necessary);

(e)    To review the external auditors’ management letter and management’s response;

(f)    To review with the external auditors:
•    their audit plan;
•    evaluation of the system of internal controls and management information systems; and
•    audit report;

(g)    To do the following, in relation to the internal audit function:
•    review the adequacy of the scope, function, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work;
•    review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function;
•    review any appraisal or assessment of the performance of members of the internal audit function;
•    approve any appointment or termination of senior staff members of the internal audit function; and
•    take cognisance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.

(h)    To review any related party transactions and conflict of interest situation that may arise within the Company or Group; and

(i)    To consider and review the major findings of internal investigations and management’s response.

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