The objective of the Audit Committee is to assist the Board of Directors in meeting its responsibilities for the oversight of:-
In addition, the Audit Committee shall:-
a) Oversee and appraise the quality of the audits conducted both by the Company's internal and external auditors, including issues pertaining to the internal control within the Group;
b) Maintain open lines of communication between the Board of Directors, the internal auditors and the external auditors for the exchange of views and information, as well as to confirm their respective authority and responsibilities; and
c) Determine the adequacy of the Group's administrative, operating and accounting controls.
The Audit Committee shall be appointed by the Directors from among their number (pursuant to a resolution of the Board of Directors) which fulfills the following requirements:-
The members of the Audit Committee shall elect a chairman amongst themselves who shall be an independent director. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst themselves.
In the event of any vacancy in the Audit Committee (including Chairman) resulting in the non-compliance of item 2 (a) to (d) above, the Board shall upon the recommendation of the Nomination Committee fill the vacancy within 3 months of that event.
The Board of Directors must via Nomination Committee review the term of office and performance of the Audit Committee and each of its members annually to determine whether the Audit Committee and members have carried out their duties in accordance with its Terms of Reference.
Only members of the Audit Committee have the right to attend Committee meetings. However, the Financial Controller, Head of internal audit and external audit lead partner will be invited to attend meetings of the Audit Committee on a regular basis and other non-members may be invited to attend all or part of any meeting as and when appropriate and necessary.
The duties of the Audit Committee are as follows:-
The Audit Committee is to also consider the performance of the external auditors and its independence inter-alia:
In the event that the non-audit fees paid to the external auditors, or a firm or corporation affiliated to the external auditors’ firm are significant which constitute 50% of the total amount of audit fees paid to the external auditors, the Company is required to state the details on the nature of non-audit services rendered in the Audit Committee report.
The Audit Committee shall, whenever necessary and reasonable for the Company to perform of its duties, in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company:-
The Chairman of the Audit Committee should engage on a continuous basis with Senior Management, such as the Chairman, the Chief Executive Officer, the Financial Controller, the Head of internal audit and the external auditors in order to be kept informed of matters affecting the Company.
The Audit Committee shall meet at least 4 times a year and such additional meetings as the Chairman shall decide in order to fulfill its duties. However, at least twice a year the Audit Committee shall meet with the internal and external auditors without any executive Board members and management present.
In addition, the Chairman may call a meeting of the Audit Committee at the request of any committee member, the Company’s Chief Executive, or the internal or external auditors.
The Company Secretary or his/her representative or other appropriate senior officer shall act as secretary of the Audit Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to committee members prior to each meeting.
The Company Secretary or his/her representative or other appropriate senior officer shall also be in attendance at each Audit Committee meetings and responsible for keeping the minutes of meetings of the Audit Committee, and circulating them to committee members and to the other members of the Board of Directors.
The quorum for a meeting shall be 2 members of the Audit Committee who are both independent directors.
By invitation of the Audit Committee, the Chief Executive Officer and other appropriate officer(s) may be invited to attend the Audit Committee, where their presence are considered appropriate as determined by the Audit Committee Chairman.
The Audit Committee may deal with matters by way of circular reports and resolutions in lieu of convening a formal meeting. A resolution in writing signed by all members in lieu of convening a formal meeting shall be as valid and effectual as it had been passed at a meeting of the Audit Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members.
6. ANNUAL GENERAL MEETING
The Chairman of the Audit Committee should attend the Annual General Meeting to answer any shareholder questions on the Audit Committee’s activities.
7. REPORTING RESPONSIBILITIES
The Audit Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities and shall also formally report to the Board on how it has discharged its responsibilities.
The Audit Committee shall compile a report on its activities to be included in the Company’s annual report. The report should include the number of Audit Committee meetings held during the financial year and details of attendance of each Audit Committee member, summary of the work of the Audit Committee in the discharge of its functions, duties for that financial year and how it has met its responsibilities as well as a summary of the work of the internal audit function.
The minutes of meetings of the Audit Committee shall be circulated to all members of the Board. The minutes shall be kept at the registered office of the Company under the custody of the Secretary of the Company and shall be open for inspection by the Board. Any request by Management or other persons to inspect the minutes shall be subject to the approval of the Audit Committee.
9. REVISION OF TERMS OF REFERENCE
This Terms of Reference is reviewed and approved by the Board of Directors on 10 November 2017.