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Terms of Reference of the Audit Committee

1.     Membership

The Audit Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than three members with a majority of Independent Non-Executive Directors.

A member shall not have family relationship with any Executive Director of the Company or of any related company or relationship which would interfere with independent judgment.

A quorum shall be three members, a majority of which shall be Independent Non-Executive Directors.

The Chairman of the Audit Committee shall be elected by the members of the Audit Committee and shall be an Independent Non-Executive Director.

2.     Attendance at Meetings

The head of finance and a representative each of the external auditors and the internal auditors shall normally attend the meetings.

The Audit Committee may, as and when deemed necessary, invite other Board members and senior members of management to attend the meetings.

The Company Secretary shall act as the 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 the Audit Committee members prior to each meeting.

The secretary shall be responsible for keeping the minutes of meetings of the Audit Committee, and circulating them to the Audit Committee members.

3.     Frequency of Meetings

The Audit Committee shall hold at least four meetings during each financial year.

The Audit Committee shall meet at least once during the financial year with the external auditors and the internal auditors without the presence of the Executive Board members.

4.     Proceedings of Meetings

In the absence of the Chairman, the Audit Committee shall appoint one of the Independent Non-Executive members present to chair that meeting.

Decisions on matters raised at any meeting shall be decided by a majority of votes of the members present.

5.     Authority

The Audit Committee is authorised by the Board to investigate any activity within these terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any requests made by the Audit Committee.

The Audit Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

The Audit Committee shall have direct communication channels with the external auditors and internal auditors, and they shall be able to convene meetings with the external auditors and internal auditors whenever deemed necessary.

Where the Audit Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements of the Bursa Malaysia Securities Berhad [“Bursa Securities”], the Audit Committee shall promptly report such matter to Bursa Securities.

6.     Duties

The duties of the Audit Committee shall be:

$1(i)                       To recommend the appointment of the external auditors, the audit fee and any other terms of engagement.

$1(ii)                     To discuss with the external auditors on the audit plan before the commencement of the annual audit and ensure co-ordination where more than one audit firm is involved.

$1(iii)                To review the quarterly and annual financial statements before submission to the Board, focusing particularly on:

-     Any changes in accounting policies and practice;

-     Significant adjustments arising from the audit;

-     The going concern assumption; and

-     Compliance with applicable approved accounting standards and other legal            requirements.

$1(iv)                 To discuss with the external auditors on any major audit findings and the management’s response, and problems and reservations arising from the annual audits (in the absence of the management where necessary).

$1(v)                      Review and approve the Internal Audit Charter, which defines the independent purpose, authority, scope and responsibility of the internal audit function in the Group.

$1(vi)                 To review the internal audit programme, consider major findings of internal audit investigations and management’s response and review the level of co-ordination between the internal auditors and the external auditors.

$1(vii)               Direct and, where appropriate, supervise any special projects or investigation considered necessary, and review investigation reports on any major defalcations, frauds and thefts.

$1(viii)             To consider any related party transactions that may arise within the Company or Group.

$1(ix)                 To keep under review the effectiveness of internal control systems, and in particular, review the external auditors’ management letter and management’s response.

$1(x)                      To consider other related matters, as defined by the Board.