TERMS OF REFERENCE OF AUDIT COMMITTEE

The Audit Committee comprises 3 members, all of whom are Independent Non-Executive Directors. One of the Audit Committee members is a member of the Malaysian Institute of Accountants.

Terms of reference of Audit Committee are:

Meetings and Minutes

In assisting the Board to effectively discharge its fiduciary responsibilities for corporate governance, timely and accurate financial reporting and development of sound internal controls, Audit Committee meetings which shall be held not less than 4 times a year will be attended by an Executive Director, representatives from management team and the Group Internal Auditors. The External Auditors are also invited to participate in all Audit Committee meetings.

The Chairman of the Audit Committee would engage on a continuous basis with senior management such as the Group Managing Director/Group Chief Executive and the Executive Directors in order to be kept informed of matters affecting the Group. Attendance of other Directors and employees at any particular Audit Committee meeting will be at the invitation of the Audit Committee.

A quorum shall consist of 2 members and the majority of the members present must be Independent Directors.

The Company Secretary shall be 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 also be responsible for keeping the minutes of meetings of the Audit Committee and circulating them to the Audit Committee members and to the other members of the Board. The Chairman of the Audit Committee shall report key issues discussed at each meeting to the Board.

Authority

The Audit Committee is authorised by the Board to investigate any activity within its terms of reference and shall have unrestricted access to both the Internal and External Auditors and to all employees of the Group. The Audit Committee is also authorised by the Board to obtain external legal or other independent professional advice as necessary.

The Audit Committee is also authorised to convene meetings with the External Auditors and Internal Auditors separately, at least 2 times a year without the presence of the executive members of the Board and other employees in order to have unfettered access to information that it may require.

Duties

The duties of the Audit Committee shall be as follows:

Oversee all matters relating to external audit:

  1. discuss with the External Auditors where necessary, the nature and scope of the audit and ensure co-ordination of audits where more than one audit firms are involved;
  2. discuss problems and reservations arising from the interim and final audits and any matter the auditors may wish to discuss;
  3. review with the External Auditors, their evaluation of the system of internal controls, their management letter and management’s response;
  4. consider the nomination and appointment of the External Auditors as well as the appropriateness of their audit fees as recommended by the management; to commensurate with their experience and resources (both the firm and the persons assigned), the firm’s audit engagements, the number and experience of supervisory and professional staff assigned, size and complexity of company being audited;
  5. assess the suitability and independence of the External Auditors in respect of the provision of non-audit services to the Group and the Company and in accordance with the terms of all relevant professional and regulatory requirements;
  6. consider any letter of resignation of the External Auditors and any questions of resignation and dismissal; and
  7. review the level of assistance given by the employees of the Group to the External Auditors.
  8. Review of systems of internal control and risk management:

    To review the reports by the Chairman of the respective Risk Management Teams in relation to the adequacy and integrity of the Group’s risk management and internal control systems in mitigating significant risks.

  9. Oversee all matters relating to internal audit:
    • to review the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work;
    • to review and approve the internal audit plan;
    • to ensure co-ordination of external audit with internal audit;
    • to consider major findings of internal audit reviews and management’s response and ensure that appropriate actions are taken on recommendations of the internal audit function;
    • to review any assessment of the performance of the staff of the internal audit function;
    • to approve any appointment or termination of senior staff member of the internal audit function; and
    • to keep itself informed of resignations of internal audit staff members and provide resigning staff member an opportunity to submit his/ her reasons for resigning.
  10. Review of financial statements:

    To review the quarterly and year-end financial statements of the Group before submission to the Board, focusing particularly on:
    • any changes in accounting policies and practices;
    • significant issues and adjustments arising from audit;
    • going concern assumption;
    • compliance with the applicable approved accounting standards and regulatory requirements; and
    • compliance with the Listing Requirements and other legal requirements.
  11. Additional duties and responsibilities:
    • to consider any related party transactions and conflict of interest situation that may arise within the Group or the Company including any transaction, procedure or course of conduct that raises questions of management integrity. They are also required to ensure that the Directors report related party transactions annually to shareholders via the Annual Report;
    • 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, the Audit Committee must promptly report such matter to Bursa Securities; and
    • to carry out such other responsibilities, functions or assignments as may be defined jointly by the Audit Committee and the Board from time to time.

TERMS OF REFERENCE OF NOMINATION COMMITTEE


1. COMPOSITION

1.1 The Nomination Committee shall be appointed by the Board of Directors from amongst its members, and consist of not less than two (2) members, comprise exclusively of Non-Executive Directors, a majority of whom must be independent.

1.2 The Chairman of the Nomination Committee shall be elected from amongst its members who is an Independent Non-Executive Director or Senior Independent Non-Executive Director approved by the Board of Directors.


2. DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Nomination Committee shall include the following:

(a) to consider and recommend to the Board, suitable candidates for appointment to the Board and assessing their suitability based on the criteria comprising but not limited to the following:-

(i) character, skills, knowledge, expertise, experience,

(ii) professionalism,

(iii) competencies, integrity and commitment;

(iv) number of other directorship held; and

(v) in the case of Independent Non-Executive Directors, such candidates have the abilities to discharge such responsibilities/functions as expected from an Independent Non-Executive Director as well as their background and other activities that qualify him or her to act as Independent Non-Executive Directors. The candidates must also fulfil the criteria used in the definition of “independent directors” prescribed by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

(b) to recommend to the Board, the candidates for appointment to the Board Committees;

(c) to review and recommend to the Board, the succession plans of Board members and key senior executives. The Group Managing Director shall assist the Nomination Committee in ensuring that an appropriate management team and structure, management development programme and succession planning is in place for the key senior executives;

(d) to recommend the appropriate board balance (including gender, ethnicity and age diversity) and size of non-executive participation;

(e) to assist the Board in reviewing on an annual basis the present structure, size and composition, the required mix of skills, experience and other qualities, independence and diversity (including gender, ethnicity and age diversity) of the Board that are required to meet the needs of the Company and the core competencies of the Directors;

(f) to facilitate annual evaluation and assessment of the effectiveness of the Board as a whole, the performance and contribution of each individual Director and Board Committee member including Independent Directors;

(g) to access and evaluate the competency and caliber of the Independent Directors and recommend to the Board for retention of office as Independent Directors in accordance with the recommendation of the Malaysian Code on Corporate Governance.

(h) to review and recommend Directors who are retiring or retiring by rotation to be put forward for re-election at the annual general meetings.

(i) to review the term of office and performance of the Audit Committee and each of its members annually to determine whether the Audit Committee and each of its members have carried out their duties in accordance with their terms of reference. A former key audit partner shall not be appointed as a member of Audit Committee unless a cooling-off period of two (2) years has been observed prior to the appointment;

(j) to facilitate Board’s induction and training programs in areas which the Directors could improve on;


3. MEETINGS

(a) The Nomination Committee shall meet at least once a year and additional meetings may be called as and when deemed necessary.

(b) The quorum for a meeting shall be two (2) members.

(c) If the Chairman is not present within 15 minutes after the time appointed for holding the meeting, the Nomination Committee members present may elect one of their number to act as chairman of such meeting.

(d) The Secretary of the Nomination Committee shall be the Company Secretary or such other person as may be nominated by the Nomination Committee from time to time.

(e) The Nomination Committee meetings may be conducted via telephone conferencing, video conferencing or other telecommunication facilities, which allows all members participating in the meetings. A member so participate shall be deemed to be present in person at such meeting and shall be counted in a quorum and be entitled to vote.

(f) No business shall be transacted at any meeting of the Nomination Committee unless a quorum is present.

(g) The Chairman of the Nomination Committee will report and update the Board on significant issues and concerns discussed in the meetings. All recommendations and findings of the Nomination Committee are recommended to the Board for approval.

(h) The Nomination Committee shall have full discretion to invite any director or officer of the Company to attend any particular Nomination Committee meeting.

(i) A resolution shall be considered passed by a simple majority of vote, each member shall have one (1) vote. In case of equality of votes, the Chairman shall have a second or casting vote.

(j) The Nomination Committee member is required to abstain from deliberations and voting in respect of any matter, which may give rise to an actual or perceived conflict of interest situation.

(k) Minutes of the Nomination Committee shall be confirmed and signed by the Chairman of the meeting at which the proceedings are held or by the Chairman of the next succeeding meeting.

(l) A resolution in writing signed or approved by a majority of the Nomination Committee members shall be as valid and effectual as if it had been passed at a meeting of the Nomination Committee duly called and constituted. Any such resolution may consist of several documents in like form each signed by one or more members. Any such documents may be accepted as sufficiently signed by a member if transmitted to the Company by any technology purporting to include a signature and/or electronic or digital signature of the member.


4. AUTHORITY

The Nomination Committee may obtain external or other independent professional advice and invite outsiders with relevant expertise to attend its meetings as it considers necessary to carry out its duties and tasks under these terms of reference.


5. REVIEW OF THE TERMS OF REFERENCE

The terms of reference shall be assessed, reviewed, updated from time to time when necessary and recommend the revised terms of reference to the Board for approval.

    TERMS OF REFERENCE OF REMUNERATION COMMITTEE


    1. COMPOSITION

    1.1 The Remuneration Committee shall be appointed by the Board of Directors from amongst its members, and consist of not less than three (3) members. Majority of its members must consist of Non-Executive Directors.

    1.2 The Chairman of the Remuneration Committee shall be elected from amongst its members who is an Independent Director approved by the Board of Directors.


    2. DUTIES AND RESPONSIBILITIES

    2.1 In consultation with the Chairman of the Board and the Group Managing Director, as appropriate, the Remuneration Committee shall recommend the policy and remuneration packages for the Executive Directors and the key senior executives for approval of the Board. The Remuneration Committee shall:

    (a) make recommendation to the Board on all elements of the remuneration, terms of employment, reward structure and fringe benefits for Executive Directors and key senior executives.

    (b) ensure that the base salary element is competitive and fair to attract, motivate and retain Executive Directors and key senior executives of the necessary calibre to run the Company and the Group

    (c) study and periodically review and recommend to the Board on remuneration packages (including salary, bonus, benefits-in-kind and other emoluments) for all Executive Directors and key senior executives based on the following:

    • remuneration policy of the Company
    • each individual directors’ responsibility
    • each individual directors’ performance
    • financial and business position of the Company and the Group

    The Remuneration Committee is responsible to implement the approved policies and procedures on the remuneration.

    2.2 The directors’ fee of Non-Executive Directors, should be determined by the Board as a whole, subject to shareholders’ approval. The Board will consider the directors’ fee of Non-Executive Directors, especially on whether the directors’ fee remains appropriate to each director’s contribution, by taking into account the level of expertise, commitment and responsibilities undertaken.

    2.3 Individual Directors do not participate in the decisions regarding to their own individual remuneration.


    3. MEETINGS

    3.1 The Remuneration Committee shall meet at least once a year and additional meetings may be called as and when deemed necessary. The quorum for a meeting shall consist of two (2) members and the majority of the members present must be Independent Directors.

    3.2 If the Chairman is not present within 15 minutes after the time appointed for holding the meeting, the Remuneration Committee members present may elect one of their number to act as chairman of such meeting.

    3.3 The Secretary of the Remuneration Committee shall be the Company Secretary or such other person as may be nominated by the Remuneration Committee from time to time.

    3.4 The Remuneration Committee meetings may be conducted via telephone conferencing, video conferencing or other telecommunication facilities, which allows all members participating in the meetings. A member so participate shall be deemed to be present in person at such meeting and shall be counted in a quorum and be entitled to vote.

    3.5 No business shall be transacted at any meeting of the Remuneration Committee unless a quorum is present.

    3.6 The Chairman of the Remuneration Committee will report and update the Board on significant issues and concerns discussed in the meetings. All recommendations and findings of the Remuneration Committee are recommended to the Board for approval.

    3.7 The Remuneration Committee shall have full discretion to invite any director or officer of the Company to attend any particular Remuneration Committee meeting.

    3.8 A resolution shall be considered passed by a simple majority of vote, each member shall have one (1) vote. In case of equality of votes, the Chairman shall have a second or casting vote.

    3.9 The Remuneration Committee member is required to abstain from deliberations and voting in respect of any matter, which may give rise to an actual or perceived conflict of interest situation.

    3.10 Minutes of the Remuneration Committee shall be confirmed and signed by the Chairman of the meeting at which the proceedings are held or by the Chairman of the next succeeding meeting.

    3.11 A resolution in writing signed or approved by a majority of the Remuneration Committee members shall be as valid and effectual as if it had been passed at a meeting of the Remuneration Committee duly called and constituted. Any such resolution may consist of several documents in like form each signed by one or more members. Any such documents may be accepted as sufficiently signed by a member if transmitted to the Company by any technology purporting to include a signature and/or electronic or digital signature of the member.


    4. AUTHORITY

    4.1 The Remuneration Committee may obtain external or other independent professional advice and invite outsiders with relevant expertise to attend its meetings as it considers necessary to carry out its duties and tasks under these terms of reference.


    5. REVIEW OF THE TERMS OF REFERENCE

    5.1 The terms of reference shall be assessed, reviewed, updated from time to time when necessary and recommend the revised terms of reference to the Board for approval.