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Audit Committee Report (cont’d)





The Committee shall be appointed by the Board of Directors amongst the Directors of the Company which fulfils the following requirements:-

  • i)

    the committee must composed of no fewer than three (3) members;

  • ii)

    all members of the Committee must be Non-Executive Directors, with a majority of them being Independent

Directors; and


at least one member of the Committee:

experience and:-

  • *

    he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or

    • *

      he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967; or

  • b)

    The members of the Committee shall elect a Chairman from among themselves who is an independent director.

  • c)

    No alternate Director should be appointed as a member of the Committee.

  • d)

    In the event of any vacancy in the Committee resulting in the non-compliance of the Listing Requirements of the

Exchange pertaining to composition of Audit Committee, the Board of Directors shall within three months of that event appoint such number of new members as may be required to fill the vacancy.


The Board of Directors shall review the terms of office and performance of the committee and each of its members at least once every three years to determine whether the Committee and its members have carried out their duties in accordance with their terms of reference.


The committee shall meet at least four (4) times a year.

A quorum shall consist of a majority of independent directors.

The Company Secretary shall be the Secretary of the Committee or in her absence, another person authorized by the Chairman of the Committee.

The Committee may, as and when deemed necessary, invite other Board members and senior management members to attend the meetings.

The external auditors may be required to attend the meetings when it is necessary. At least twice a year, the Committee shall meet with the external auditors without the present of executive board member and management.

The chairman may engage on a continuous basis with senior management in order to be kept informed of matters affecting the company in a timely manner.


The Committee in performing its duties, is granted the authority to:

  • i)

    investigate any issues within its terms of reference;

  • ii)

    have the necessary resources which are required to perform its duties;

  • iii)

    have unrestricted access to any information pertaining to the Company;

  • iv)

    directly communicate with the external auditors, persons carrying out the internal audit function and the employees of the Group;

  • v)

    be able to obtain independent professional or other advice; and

  • vi)

    have meetings with external auditors, without the attendance of the executive members of the committee, whenever it is deemed necessary.

Annual Report 2009

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