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6. Duties and Responsibilities

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

    (a) Financial Reporting


    (b) External Audit


    (c) Internal Audit Function


    (d) Related Party Transaction/Conflict of Interest Situations


    (e) Risk Management and Internal Control

    The Board has delegated to the ARC the task of undertaking a periodic review of the effectiveness, adequacy and integrity of the Groups’ risk management framework and internal control systems. The Board has also established a Risk Management Committee (“RMC”), headed by the Chief Executive Officer, which shall report at least twice a year to the ARC.


    (f) Audit Reports

    To prepare the annual Audit Committee report to the Board which includes the composition of the Audit Committee, its terms of reference, number of meetings held, a summary of its activities and the existence of internal audit services and summary of the activities for inclusion in the Annual Report and to review the Board’s statements on compliance with the Malaysian Code of Corporate Governance for inclusion in the Annual Report.


    (g) Others

    To consider any other matters as delegated by the Board.

7. Rights of Auditors

The external auditors and internal auditors have the right to appear and be heard at any meeting of the Committee and shall so appear when required by the Committee.

Upon the request of the external auditors or internal auditors or outsourced internal auditors (if any), the Chairman of the Committee shall convene a meeting of the Committee to consider any matters that the auditors believe should be brought to the attention of the directors or shareholders.

8. Functional Independence

The Committee shall function independently of the other directors and officers of the Group. Such other directors and officers may attend any particular Committee meeting only at the Committee's invitation, specific to the relevant meeting.

9. Retirement and Resignation

A member of the Committee who wishes to retire or resign should provide sufficient written notice to Board so that a replacement may be appointed before he or she leaves. In the event of any vacancy in the Committee resulting in the noncompliance of paragraph 15.09(1) of the Listing Requirements, the Board shall fill the vacancy within three months from the date of the vacancy.

10. Revision and updates

This Terms of reference will be reviewed and updated at least once a year to ensure it remains consistent with the Committee’s objectives and responsibilities.


This Terms of reference is approved by the Board and is adopted by the Committee effective from 8 April 2013.