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1. Constitution

The Board of Directors (“Board”) of GHL Systems Bhd. (“GHL”) had resolved to establish a Committee of the Board of Directors to be known as the Audit Committee on 11 February 2003.

On 8 April, 2013, the Board resolved that the Audit Committee be renamed as the Audit and Risk Committee (“ARC” or "the Committee").

2. Composition

The Committee shall be appointed by the Board from amongst its directors and shall comprise of not less than three (3) members of which comprise exclusively non-executive directors, a majority of whom are independent.

The Board shall at all times ensure that at least one (1) member of the Committee shall be:

  1. - He or she must have passed the examination specified in Part I of the 1st schedule of the Accountants Act, 1967; or
  2. - He or she must be a member of the Associations of Accountants specified in Part II of the Accountants Act, 1967; or
  3. - Fulfil any other requirements as may be prescribed by Bursa Malaysia Securities Berhad pursuant to the Main Market Listing requirements (“Listing Requirements”).

  4. No alternate director shall be appointed as a member of the Committee.

3. Chairman of the Committee

The Committee shall elect a Chairman from among its members and the elected Chairman shall be an Independent Director.

In the event the elected Chairman is not able to attend a meeting, a member of the Committee shall be nominated as Chairman for the meeting. The nominated Chairman shall be an Independent Director.

4. Meetings of the Committee

  1. Frequency
    The Committee shall meet at least four (4) times a year. In addition, the Chairman shall call for a meeting of the Committee if so requested by any member of the Committee, the Board of Directors, and the internal or external auditors. Prior notice shall be given for the Committee's meetings.

    The Committee may, as and when necessary, invite other members of the Board, the Internal Auditor and/or members of management to attend the meetings to provide further information or details on matters that are being discussed and deliberated.

  2. Quorum
    A minimum of two (2) members shall form the quorum, both of whom shall be independent directors.

  3. Secretary of the Committee
    The Company Secretary shall be the secretary of the Committee and will record, prepare and circulate the minutes of the meetings of the Committee and ensure that the minutes are properly kept and produced for inspection if required. The Committee shall report to the Board and its minutes tabled and noted by the Board.

5. Authority

The Committee is authorized by the Board as follows: