Corporate Governance
Audit Committee
TERM OF REFERENCE OF AUDIT COMMITTEE
1. CONSTITUTION
The Board of Directors has established a Committee of the Board to be known as the Audit Committee.
2. COMPOSITION OF AUDIT COMMITTEE
2.1. The Audit Committee shall be appointed by the Board of Directors from amongst their members and shall consist of at least three (3) members.
2.2. All the Audit Committee members must be Independent Non-Executive Directors.
2.3. At least one (1) member of the Audit Committee:-
2.4. No alternate Director(s) shall be appointed as member(s) of the Audit Committee.
2.5. The members of the Audit Committee shall elect a Chairman from amongst its members who shall be an Independent Director.
2.6. The Chairman of the Board shall not be the Chairman of the Committee.
2.7. For engagement of a former key audit partner as member of the Committee, there must be a cooling-off period of at least two (2) years before being appointed as a member of the Committee.
3. MEETINGS
3.1 Quorum
The quorum for meeting of the Audit Committee shall be two (2) members of which the majority of members present must be Independent Directors.
3.2 Frequency of Meeting
At least four (4) meetings are held in a year. However, meetings are also held as and when required or upon the request of the external auditors to consider any matters that the external auditors believe should be brought to the attention of the Directors and/or shareholders.
3.3 Proceedings of Meeting
a. Except in the case of an emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to the member either personally or by fax or e-mail or by post or by courier to his registered address as appearing in the Register of Directors or to the address provided by the Audit Committee member, as the case may be.
b. The Audit Committee meeting may be held at two (2) or more venues within or outside Malaysia using any technology that enable the Audit Committee members as a whole to participate for the entire duration of the meeting.
c. If at any meeting, the Chairman of the Audit Committee is not present within fifteen (15) minutes of the time appointed for holding the same, the members of the Audit Committee present shall choose one of their number who shall be an Independent Non-Executive Director to be Chairman of such meeting.
d. The Chairman shall report on each meeting to the Board.
e. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman of the Audit Committee shall have a second or casting vote.
f. The Audit Committee meetings shall be governed by the provisions of the Company’s Constitution relating to meetings unless otherwise provided for in this Terms of Reference.
3.4 Attendance at Meeting
a. The presence of external auditors and internal auditors at any meeting of the Audit Committee can be requested if required by the Audit Committee.
b. Other members of the Board and officers and service providers of the Company may attend the meeting (specific to the relevant meeting) upon the invitation of the Audit Committee.
3.5 Keeping of Minutes
Minutes to be signed by the Chairman of the Audit Committee Meeting at which the proceedings were had or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates.
4. AUTHORITY
4.1 The Audit Committee shall in accordance with the procedure determined by the Board and at the cost of the Company:-
a. have authority to investigate any matter within the terms of reference;
b. have the resources which the Audit Committee requires to perform its duties;
c. have full and unrestricted access to any information which the Audit Committee requires in the course of performing its duties.
d. have direct communication channels with the external auditors and person carrying out the internal audit function;
e. be able to obtain independent professional or other advice in the performance of its duties at the cost of the Company; and
f. be able to convene meetings with the external auditors, internal auditors or both without the attendance of other directors and service providers of the Company at least two (2) times a year. Other directors or service providers may attend meetings only at the Audit Committee’s invitation.
5. DUTIES AND RESPONSIBILITIES
5.1 The Audit Committee members are expected to be financially literate and have sufficient understanding of the Company’s business.
The duties and responsibilities of the Audit Committee shall review the following and report the same to the Board of Directors:-
6. ROLES AND RIGHTS OF THE AUDIT COMMITTEE
6.1 The roles and rights of the Audit Committee are:-
7. RETIREMENT AND RESIGNATION OF MEMBER OF AUDIT COMMITTEE
7.1 Retirement/Resignation
A member of the Audit Committee who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves.
7.2 Vacancy
In the event of any vacancy in Audit Committee resulting in the non-compliance of subparagraphs 15.09(1) and 15.10 of the Main Market Listing Requirements of Bursa Securities, the Company shall fill the vacancy not later than three (3) months.
8. CIRCULAR RESOLUTIONS
8.1 A resolution in writing signed or approved via letter, telex, facsimile, email by all Committee members shall be effective for all purposes as a resolution passed at a meeting of the Audit Committee duly convened, held and constituted. Any such resolution may be contained in a single document or may consist of several documents all in the like form signed by one or more members.
9. SECRETARY
9.1 The Company Secretary of the Company or such substitute as appointed by the Directors or the Audit Committee from time to time shall act as the Secretary of the Audit Committee.
9.2 The Company Secretary shall have the following responsibilities:-
(i) ensure all meetings are arranged and held accordingly;
(ii) draw up meeting agenda in consultation with the Chairman and circulate the agenda together with the relevant papers within five (5) days prior to each meeting to enable full and proper consideration be given to issues.
(iii) prepare the minutes of the Committee meetings and record the conclusions of the Committee in discharging its duties and responsibilities;
(iv) ensure the minutes are endorsed by the Chairman before circulating promptly to all members of the Committee and make the same available to Board members who are not members of the Committee; and
(v) ensure that the minutes of the Committee meetings are properly produced and kept at the registered office of the Company. The minutes shall be open for inspection by the Board. Any request by other persons to inspect the minutes shall be subjected to the approval of the Committee.
10. REVIEW OF THE TERMS OF REFERENCE
10.1. This Terms of Reference shall be reviewed periodically as and when necessary.
10.2. Any revision of amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval.
10.3. Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended. The Terms of Reference was subsequently updated on 9 April 2018.
10.4. The Terms of Reference is made available for reference in the Company’s website at www.icapital.my.