Audit Committee


The Audit Committee comprises of three (3) members of the Board whom are Independent Non-Executive Directors. The members of the Audit Committee are as follows:-

  • Chairman

    Dr.Liew Lai Lai (Independent Non-Executive Director)

  • Members

    Dato' Asmuni Bin Sudin (Independent Non-Executive Director)

    Lim Chong Eng (Independent Non-Executive Director)

Terms Of Reference

The Board has established a Committee of the Board to be known as the Audit Committee with authority and duties as specified in these terms of reference.

The primary objective of the Audit Committee is to assist the Board of Directors in the effective discharge of its fiduciary responsibilities for corporate governance, financial reporting practices, risk management, system of internal control, audit process and the process for monitoring compliance with laws and regulations.

The Audit Committee shall be appointed by the Board of Directors from among its members which fulfils the following requirements:-

  • the audit committee must be composed of no fewer than three (3) members;

  • all the audit committee members must be non-executive directors, with a majority of them being independent directors;

  • at least one member of the audit committee:-

No alternate director shall be appointed as a member of the Audit Committee. The Audit Committee shall elect a Chairman from amongst its members who shall be an independent director. In order to form a quorum of the Audit Committee meeting, the majority of members present must be independent directors.

In the event of any vacancy in the Audit Committee resulting in the non-compliance of the membership requirements, the Board of Directors shall, within 3 months of that event, appoint such number of new members as may be required to fill the vacancy.

Members of the Audit Committee may relinquish their membership in the Audit Committee with prior written notice to the Secretary and may continue to serve as Directors of the Company. The Company Secretary shall be the Secretary of the Audit Committee.

The Board of Directors will review the term of office and performance of the Audit Committee and each of its members at least once every 3 years to determine whether the Audit Committee and members have carried out their duties in accordance with their terms of reference.

The Audit Committee shall have the following authority as empowered by the Board of Directors:-

The Audit Committee shall take into cognisance in its deliberations the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad (“Bursa Securities”) and the Malaysian Code of Corporate Governance 2012, and any other pertinent regulations and laws, as well as revisions which may come into force thereafter.

Where the Audit Committee is of the view that a matter reported by it to the Board of Directors has not been satisfactorily resolved resulting in a breach of the Main Market Listing Requirements of the Bursa Securities, the Audit Committee shall promptly report such matter to the Bursa Securities.

In fulfilling its primary objectives, the Audit Committee shall, amongst others, discharge the following functions/duties and responsibilities and report the same to the Board of Directors:-

The Audit Committee shall meet at least five (5) times annually, or more frequently as circumstances dictate. The Audit Committee may invite any non-member Director, external auditor or employee of the Group to attend any of its meetings, to assist in its deliberations and resolutions of matter raised. However, the Committee shall meet with the external auditor without Executive Board members present at least twice a year.

Upon the request of the external auditor, the Chairman of the Audit Committee shall convene a meeting of the Committee to consider any matter the external auditor believes should be brought to the attention of the directors or shareholders.

  • Calling of Meetings

    The members may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, provided that they shall have a minimum of five (5) meetings in a financial year.

  • Notice of Meeting

    Notice of a meeting of the Audit Committee shall be given to all the members in writing via facsimile, hand delivered or by courier service. Unless otherwise determined by the Board of Directors from time to time, seven (7) days’ notice shall be given, except in the case of an emergency, shorter notice may be given.

  • Voting and Proceeding of Meeting

    The decision of the Audit Committee shall be by a majority of votes and the determination of the Audit Committee. In case of an equality of votes, the Chairman of the meeting shall have a second or casting vote. Circular Resolutions signed by all the members shall be valid and effective as if it had been passed at a meeting of the Audit Committee.

  • Keeping of Minutes

    The Secretary shall maintain minutes of the proceedings of the meetings and circulate such minutes to all members of the Committee and also members of the Board. The Audit Committee Chairman shall report on each meeting to the Board.

  • Custody, Production and Inspection of Minutes

    The minutes of proceedings of the Audit Committee shall be kept by the Secretary at the registered office of the Company, and shall be opened for the inspection of any member of the Committee or any member of the Board of Directors.

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