THONG GUAN INDUSTRIES BERHAD
The Audit Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three (3) Directors,of whom all must be Non-Executive Directors,with a majority of them being independent directors. Following the resignation of Mr Ang Poon Chuan on 1 May 2008, all members of the Audit Committee are now made up of Non-Executive Directors.
The Board shall at all times ensure that all members of the audit committee should be financially literate and at least one (1) member of the Committee shall be:
a member of the Malaysian Institute of Accountants (“MIA”); or
if he or she is not a member of MIA, he must have at least three (3) years of working experience and:- he or she must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
he or she must be a member of the associations of accountants specified in Part II of the Accountants Act 1967.
fulfills such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad.
In the event of any vacancy in the Audit Committee resulting from resignation, death or for any reason ceases to be a member with the result that the number of members is reduced to below three (3), the Board shall within three (3) months of that event, appoint such number or new members as may be required to make up the minimum number of three (3) members.
The Chairman of the Committee shall be an Independent Non-Executive Director. No alternate Director of the Board shall be appointed as a member of the Committee. All members of the Committee, including the Chairman, will hold office until otherwise determined by the Board of Directors.
Quorum and Committee’s procedures
The Committee shall meet at least four (4) times a year.
In order to form a quorum for the meeting,the majority of the members present must be Independent Non-Executive Directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.
The Secretary to the Committee shall be the Company Secretary.The Secretary,in conjunction with the Chairman,shall draw up an agenda,which shall be circulated together with the relevant supporting papers,at least one (1) week prior to each meeting to the members of the Committee.The minutes shall be circulated to members of the Board.
The Committee may invite other Board members and senior management members to attend the meetings as and when deemed necessary.
The Chairman shall submit an annual report to the Board summarizing the Committee’s activities and the related significant result and findings during the year.
The Committee shall meet at least twice every year with the Head of Internal Audit and external auditors in separate sessions to discuss any matters with the Committee without the presence of any executive member of the Board.
The Committee shall regulate the manner of proceedings of its meetings, having regard to normal conventions on such matter.
The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it required from any employee and all employees are directed to cooperate with any request made by the Committee. The Committee shall have full and unlimited access to any information pertaining to the Group.
The Committee is authorized 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 Committee shall be able to convene meetings with the external auditors, shall have direct communication channels with the internal and external auditors, and with the management of the Group whenever deemed necessary.