The authority and responsibilities in accordance with the TOR of the AC are summarised as follows:
The AC shall have the authority to:
approve any appointment or termination of senior staff members of the IA function;
convene meeting with the External Auditors, the Internal Auditors or both excluding the attendance of other directors and employees of the Group,
whenever deemed necessary and such meetings with the External Auditors shall be held at least twice a year;
obtain external professional advice and invite persons with relevant experience to attend its meetings, if necessary;
investigate any matter within its TOR, have the resources which it needs to do so, full and unrestricted access to information pertaining to the
Group and the management, and all employees of the Group are required to comply with requests made by the AC; and
have direct communication channels with the External Auditors and Internal Auditors, and also to engage the senior management on a
continuous basis, such as the Chairman, the CEO and the CFO in order to be kept informed of matters affecting the Group.
The AC's responsibilities include the following:
Financial Reporting Review
Reviewing the Group's quarterly and annual financial statements focusing particularly on:
changes in or implementation of major accounting policy changes;
significant and unusual events;
significant adjustments arising from the audit;
compliance with accounting standards and other legal requirements; and
the going concern assumption.
External Audit
Reviewing the External Auditors' audit plan, scope of their audits and audit reports and recommending the appointment of the External
Auditors and audit fees.
Reviewing any letters of resignation from the External Auditors or suggestions for their dismissal.
Determining whether there is reason (supported by grounds) to believe that the External Auditors is not suitable for reappointment.
Internal Audit
Reviewing the adequacy of the scope, functions, competency and resources of the in-house Group IA function, including whether it has the
necessary authority to carry out its responsibilities, together with the Group IA's audit plan, audit reports and follow-up on the
recommendations contained in such reports.
Taking cognisance of resignations of IA staff members and provide the resigning IA staff member an opportunity to submit his reasons for
resigning upon receipt of such notice of resignation.
Reviewing the appraisal or assessment of the performance of members of the IA function which is headed by the CIA who will be
responsible for the regular review and/or appraisal of the effectiveness of the risk management, internal control and governance processes
within the Group.
Determining the remit of the IA function which reports directly to the AC. The IA function should be independent of the activities they audit
and should be performed with impartiality, proficiency and due professional care.
Internal Control
Reviewing the annual Internal Control Statement.
Assessing processes and procedures for the purpose of compliance with all laws, regulations and rules, directives and guidelines
established by the relevant regulatory bodies.
Related Party Transactions
Reviewing any related party transactions and conflict of interest situations that may arise including any transaction, procedure or course
of conduct that raises a question of management integrity.
Verification of Allocation of Options or Shares
Verifying the allocation of options pursuant to the ESOS or the allocation of shares pursuant to any incentive plan for employees of the
Group at the end of each FY as being in compliance with the criteria which are disclosed to the employees.
Other Matters
Where the AC is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the MMLR
of Bursa Malaysia Securities, the AC must promptly report such matter to the SC.
Carrying out any other functions that may be mutually agreed upon by the AC and the Board.