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| Term of Reference of the Audit and Risk Management Committee |
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| 1.0 Objectives |
| The primary objective of the Audit and Risk Management Committee ("ARMC") is to assist the Board in fulfilling their responsibilities relating to accounting and reporting practices of the Company and each of its subsidiaries (collectively referred to as “the Group”). In addition, the ARMC will:- |
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oversee and appraise the quality of the audit conducted by the Company’s External Auditors and the Internal Auditors in order to strengthen the confidence of the public in the Groups’ reported results; |
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maintain, by scheduling regular meetings, open lines of communication amongst the Board, the External Auditors and the Internal Auditors, to exchange view and information as well as to confirm their respective authority and responsibilities; |
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review related party transactions entered into by the Company and the Group to ensure that such transactions are undertaken on the Group’s normal commercial terms and that the internal control procedures with regards to such transactions are sufficient; |
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provide assistance to the Board in fulfilling its fiduciary responsibilities relating to the Company’s administrative, operating and accounting controls; and |
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act upon the Board’s request to investigate and report on any issues or concerns on the management of the Group. |
| 2.0 Composition |
| The ARMC shall be appointed by the Board from among their number and compose no fewer than three (3) members. All members of the ARMC must be Non-Executive Directors with a majority of them being Independent Directors. |
| At least one (1) member of the ARMC:- |
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must be a Member of the Malaysian Institute of Accountants (MIA); or |
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if he is not a Member of MIA, he must have at least three (3) years’ working experience and:- |
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he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967; or |
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he must be a Member of one of the Associations of Accountant specified in Part II of the 1st Schedule of the Accountants Act 1967; or |
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he must have:- |
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a degree/masters/doctorate in accounting or finance and at least three (3) years’ post qualification experience in accounting or finance; or |
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at least 7 years’ experience being a chief financial officer of a corporation or having the function primarily responsible for the management of the financial affairs of a corporation. |
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A former key audit partner to observe a cooling-off period of at least three years before being appointed as a member of the ARMC. |
| The members of the ARMC shall elect a Chairman from among their number who shall be an Independent Non-Executive Director. No Alternate Director is appointed as a member of the ARMC. |
| In the event that if a member of the ARMC vacates office resulting in the total number reduced to below three (3), the Board shall, within three (3) months of that event, appoints a new member to make up the minimum number of three (3). |
| 3.0 Meetings |
| The ARMC will meet at least once quarterly and such additional meetings as the Chairman shall decide in order to fulfill its duties. In addition, the Chairman may call a meeting if a request is made by any Committee Member, the Company’s Managing Director, the External Auditors or the Internal Auditors where applicable. |
| Senior managements, representatives of the External Auditors and Internal Auditors should normally be invited to attend ARMC Meetings. Other Board Members may attend meeting upon the invitation of the ARMC. However, the ARMC should meet with the External Auditors without Executive Board Members present at least twice a year. |
| The Chairman may appoint a Secretary responsible for keeping the minutes of meetings of the Committee, and circulating them to Committee Members and to other members of the Board. A quorum for a meeting shall be two (2) members, with the majority of the members present shall be Independent Directors. The ARMC must prepare an ARMC Report at the end of the financial year in the Annual Report of the Company which summaries the ARMC’s activities during the financial year and the related significant findings. |
| 4.0 Authority |
| The ARMC is authorised to investigate any activity of the Company within its Terms and Reference and all employees shall be directed to co-operate with any request made by the ARMC. The ARMC shall have unrestricted access to all information pertaining to the Company and have direct communication channels with the external and internal Auditors, and to the senior management of the Group. The ARMC shall be empowered to engage persons or experts having special competence as necessary to assist the ARMC in fulfilling its responsibilities. |
| 5.0 Duties and responsibilities |
| The duties and responsibilities of the ARMC shall be as follows:- |
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to consider and recommend the nomination and appointment of the External Auditors, the audit fees, the questions of their resignation or dismissal and any other related matters with include the suitability and independence of External Auditors; |
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to oversee all matters pertaining to audit including the review of the audit plan and audit report with the External Auditors; |
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to review the financial statements of the Group, and to discuss problems and reservations arising from the interim and final results, and any matters that the External Auditors may wish to discuss (in the absence of the management where necessary); |
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the Chairman of the ARMC to engage on a continuous basis with senior management such as the Chairman, the Chief Executive Officer, the Finance Director, the External Auditors as well as the Internal Auditors in order to be kept informed of matters affecting the Company;
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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 works; and
- review the internal audit programme and results of the internal audit process and where necessary ensure that appropriate action is taken on the recommendations of the internal audit function;
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to review any related parties transactions that may arise within the Company or the Group;
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to review the application of corporate governance principles and the extent of the Group's compliance with the best practices set out under the Code;
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to consider all areas of significant financial risks and arrangements in place to contain those risks to acceptable levels; |
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to review of the adequacy and effectiveness of the Group's risk management; |
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to ensure that the Group is in compliance with accounting standards, the regulations of Companies Act, 2016, Main Market Listing Requirements and other legislative and reporting requirements; |
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to identify and review material sustainability matters of the Group and table to the Board for approval; and |
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to identify and direct any special project or investigate and to report on any issues or concerns in regards to the management of the Group; and such other functions as may be agreed by the ARMC and the Board. |
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