The Audit Committee shall be appointed by the Board of Directors (“Board”) from amongst its members which fulfills the following requirements:-
In the event of any vacancy in the Committee (including Chairman) resulting in the non-compliance of item 1 (a) to (d) above, the Board shall upon the recommendation of the Nomination Committee fill the vacancy within 3 months of that event.
The term of office and performance of the Audit Committee and each of its members must be reviewed annually by the Board via Nomination Committee to determine whether the Audit Committee and members have carried out their duties in accordance with its Terms of Reference.
The Chairman of the Board shall not be the Chairman of the Audit Committee. The Chairman of the Audit Committee shall be an Independent Non-Executive Director elected amongst the members of the Audit Committee.
The objective of the Committee is to assist the Board of Directors in meeting its responsibilities relating to accounting and reporting practices of the Group comprising the Company and its subsidiaries.
In addition, the Committee shall:-
The Audit Committee shall meet at least 4 times in each financial year. Additional meetings may be called at any time, at the discretion of the Chairman. The Audit Committee shall meet at least twice annually with the External Auditors Internal Auditors without the presence of any executive Board members and the Management.
The Chairman may call a meeting of the Audit Committee at the request of any committee member, the Company’s Chief Executive, or the internal or external auditors.
The quorum for a meeting shall be 2 members of the Audit Committee who are both independent directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.
Only members of the Audit Committee have the right to attend Audit Committee meetings. However, the finance director, head of internal audit and external audit lead partner will be invited to attend meetings of the committee on a regular basis and other non-members may be invited to attend all or part of any meeting as and when appropriate and necessary.
By invitation of the Audit Committee, the Managing Director/ Chief Executive Officer and other appropriate officer(s) may be invited to attend the Audit Committee meeting, where their presence are considered appropriate as determined by the Audit Committee Chairman.
The Audit Committee members may participate in a meeting of by means of a telephone conference or video conference or any other means of audio-visual communications and the person shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
The Company Secretary or his/her representative or other appropriate senior officer shall act as secretary of the Audit Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to committee members prior to each meeting.
The Company Secretary or his/her representative or other appropriate senior officer shall also be in attendance at each Audit Committee meetings and responsible for keeping the minutes of meetings of the Audit Committee, and circulating them to committee members and to the other members of the Board of Directors.
The Audit Committee may deal with matters by way of circular resolutions in lieu of convening a formal meeting. A resolution in writing signed by all members in lieu of convening a formal meeting shall be as valid and effectual as it had been passed at a meeting of the Audit Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members.
The Audit Committee shall, whenever necessary and reasonable for the Company to perform of its duties, in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company:-
The Chairman of the Committee should engage on a continuous basis with senior management, such as the Chairman, the Chief Executive Officer, the Finance Director, the Head of Internal Audit and the external auditors in order to be kept informed of matters affecting the Company.
6. ANNUAL GENERAL MEETING
The Chairman of the Audit Committee should attend the Annual General Meeting to answer any shareholder questions on the Audit Committee’s activities.
The duties of the Audit Committee are as follows:-
8. REPORTING RESPONSIBILITIES
The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities and shall also formally report to the Board on how it has discharged its responsibilities.
The Committee shall compile a report on its activities to be included in the Company’s annual report. The report should include the number of Committee meetings held during the financial year and details of attendance of each Committee member, summary of the work of the Committee in the discharge of its functions, duties for that financial year and how it has met its responsibilities as well as a summary of the work of the internal audit function.
The minutes of meetings of the Committee shall be circulated to all members of the Board. The minutes shall be kept at the registered office of the Company under the custody of the Secretary of the Company and shall be open for inspection by the Board. Any request by Management or other persons to inspect the minutes shall be subject to the approval of the Committee.
10. REVISION OF THE TERMS OF REFERENCE
Any revision or amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.
This Terms of Reference for the Audit Committee was first adopted by the Board on 9 August 2017 and was reviewed and approved by the Board on 26 November 2020.