Audit and Risk Management Committee (“ARMC”)

Audit and Risk Management Committee (“ARMC”)

Terms of Reference

1. PRIMARY OBJECTIVES
The primary objectives of the ARMC are to assist the Board in discharging its statutory duties and responsibilities relating to accounting and financial reporting practices of the Company and its subsidiaries.
2. COMPOSITION
The ARMC shall be appointed by the Board from amongst the Directors and shall consist of not less than three (3) members, a majority of whom shall be Independent Directors. All members of the ARMC should be Non-Executive Directors.
No alternate Director shall be appointed as a member of the ARMC.
3. QUALIFICATION
At least one (1) member of the ARMC must be a member of the Malaysian Institute of Accountants or a person who fulfils the requirements as stated in the ACE Market Listing Requirements (“AMLR”).
4. QUORUM
In order to form a quorum for a meeting of an ARMC, the majority of members present must be Independent Directors.
5. CHAIRMAN
The members of the ARMC shall elect a Chairman from among their members who shall be an Independent Director. In the absence of the Chairman of the ARMC, the remaining members present shall elect one of their members as Chairman of the meeting.
6. SECRETARY
The Secretary to the ARMC shall be the Company Secretary or his/her representative(s).
7. MEETINGS

(a) Meetings shall be held not less than four (4) times a year and attended by the Chief Executive Officer, Head of Finance and other senior management who may be invited as and when required. The presence of external and/or internal auditors will be requested, if required. Other members of the Board and senior management may attend meetings upon the invitation of the ARMC.  Both the internal and/or external auditors may request a meeting if they consider it to be necessary. The ARMC shall meet with the external auditors without executive board members present at least twice a year.
(b) Questions arising shall be decided by a majority of votes and determination by a majority of members shall for all purposes be deemed a determination of the ARMC.
(c) In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote provided that where two (2) members form a quorum, the Chairman of the meeting at which only such a quorum is present, or at which only two (2) members are competent to vote on the question at issue, shall not have a casting vote.
(d) Any resolution in writing, signed or assented to by all the members of the ARMC shall be as valid and effectual as if it had been passed at a meeting of the ARMC duly convened and held, and may consist of several documents in the like form, each signed by one or more members of the ARMC.

 

 8. AUTHORITY
The ARMC is authorised by the Board to investigate any activity within its terms of reference and shall have unrestricted access to any information pertaining to the Group, both the internal and external auditors and to all employees of the Group. The ARMC is also authorised by the Board to obtain external legal or other independent professional advice as necessary in the discharge of its duties.
 9.  RESPONSIBILITIES AND DUTIES
In fulfilling its primary objectives, the ARMC undertakes, amongst others, the following responsibilities and duties :
External Audit

(a) To consider the nomination and appointment of external auditors, as well as the audit fee.
(b) To obtain written assurance from the external auditors confirming their independence.
(c) To discuss with the external auditors, prior to the commencement of audit, the audit plan which states the nature and scope of audit.
(d) To review major audit findings arising from the interim and final external audits, the audit report and the assistance given by the Group’s officers to the external auditors.
(e) To review the quarterly reporting to Bursa Malaysia Securities Berhad (“Bursa Securities”) and year end annual financial statements of the Group before submission to the Board.
(f) To review with the external auditors, their evaluation of the system of internal controls, their management letter and management’s responses.
(g) To review any letter of resignation from the external auditors and any questions on resignation or dismissal.
(h) To review whether there is reason (supported by grounds) to believe that the external auditors are not suitable for re-appointment.

 

Internal Audit

(a) To review the adequacy of the scopes, functions and resources of the firm of internal auditors and that it has the necessary authority to carry out its work.
(b) To review the internal audit programmes and results of the internal audit process.
(c) To review the major findings reported by the internal auditors and management’s response and ensure appropriate actions are taken on the recommendations of the internal auditors.
(d) To review and approve any appointment, resignation or termination of the firm of internal auditors.

 

Risk Management

(a) To review the adequacy of Group’s risk management framework and assess the resources and knowledge of the management and employees involved in the risk management process.
(b) To review the effectiveness of the internal control system deployed by the management to address those risks.
(c) To review and recommend corrective measures to be undertaken to remedy any failing or weakness.
(d) To review and monitor principal risks which may affect the Group directly or indirectly, and if deemed necessary, recommend additional course of action to mitigate such risks.
(e) To monitor and communicate the risk assessment results to the Board.
(f) To review actual and potential impact of any failure or weakness of the internal control in place, particularly those related to financial performance or conditions affecting the Group.

 

 Others

(a) To review the statement with regards to the state of risk management and internal controls of the Group for inclusion in the Annual Report and report the same to the Board.
(b) To report to Bursa Securities promptly if it is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the AMLR.
(c) To verify that the allocation of options pursuant to the Employees’ Share Options Scheme of the Company is in accordance with the criteria for allocation established under the scheme at the end of each financial year.
(d) To perform any other functions as may be agreed between the ARMC and the Board.

 

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