TERMS OF REFERENCE Composition • The BAC shall be appointed by the Board from amongst its non-executive members and shall consist of not less than three (3) members with the majority comprising Independent Directors. • At least one (1) member of the BAC must be a member of the Malaysian Institute of Accountants or having at least three (3) years working experience and must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act, 1967 or be a member of one of the associations of accountants specified by Part II of the 1st Schedule of the Accountants Act, 1967. • No Alternate Director can be appointed as a member of the BAC. Chairman • The members of the BAC must elect a Chairman from among themselves who shall be an Independent Non-Executive Director. Meetings • The BAC shall hold meetings every quarter and additional meetings may be held as and when required. The quorum for each meeting must be two (2) members who shall both be Independent Directors. The external auditors may request a meeting if they consider necessary. • The BAC must sit with the external auditors at least twice a year without the presence of any executive member of the Board. • The proceedings of the BAC meetings shall be recorded and maintained by the Secretary to the BAC. The Joint Company Secretary of MISC Berhad is the Secretary of the BAC. • The President/Chief Executive Officer, Chief Operating Officer, Vice President - Finance, and the Head of Group Internal Audit (“GIA”) shall normally attend BAC meetings. Other representatives of Management and representatives of the external auditors may be invited to attend BAC meetings on matters relevant to them. Authority The BAC is empowered by the Board with the following authorities to investigate any matters within its terms of reference at the cost to be borne by MISC Berhad:- • Full and unrestricted access to resources and information which are required to perform its duties. This includes authority to seek information from any employees of the Group. Employees subjected to such requisition are directed to co-operate with the BAC; • Direct communication channels with the external auditors and person(s) carrying out the internal audit functions and activities; • Ability to obtain independent professional advice or other and advices. The BAC may also invite external independent professionals to its meetings; • Ability to convene meetings with the external auditors, the internal auditors or both, without the presence of other Directors and representatives of Management of the Group, if necessary; and • Where the BAC is of the view that a matter reported to the Board has not been satisfactorily resolved resulting in a breach of the Main Market Listing Requirements, the BAC must promptly report such matter to Bursa Securities. p 135 MISC BERHAD - Annual Report 2014
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