EXCEL FORCE MSC BERHAD Annual Report 2017

32 EXCEL FORCE MSC BERHAD (570777-X) ANNUAL REPORT 2017 THE AUDIT COMMITTEE IS GOVERNED BY THE FOLLOWING TERMS OF REFERENCE: (cont’d) 1. Membership (cont’d) g) The terms of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least once every three (3) years to determine whether the Audit Committee and each of its members have carried out their duties in accordance with their terms of reference. However, the appointment terminates when a member ceases to be a Director. The Company had complied with Paragraph 15.09(1)(b) of the MMLR that the Audit Committee comprises exclusively of Non-Executive Directors. 2. Notice of Meeting and Attendance The Audit Committee shall meet regularly, with due notice of issues to be discussed and shall record its conclusions in discharging its duties and responsibilities. The agenda for Audit Committee meetings shall be circulated before each meeting to members of the Committee. The Audit Committee may require the external auditors and any official of the Company to attend any of its meetings as determined. The external auditors shall have the right to appear and be heard at any meeting of the Audit Committee and shall appear before the Audit Committee when required to do so by the Audit Committee. The Company Secretary shall be the secretary of the Committee. The Company Secretary attended all the Audit Committee meetings held in year 2017. Minutes of each meeting are to be prepared and sent to the Audit Committee members inclusive of the Company’s Directors who are not members of the Audit Committee. 3. Key Functions and Responsibilities The Audit Committee has the following key functions and responsibilities, namely: a) To review and recommend the appointment of external auditors, the audit fee and any questions of resignation or dismissal including the nomination of person or persons as external auditors; b) To review the audit plan and audit report with the external auditors; c) To review with the external auditor, his evaluation of the system of internal controls; d) To review the assistance given by the Company to the external auditor; e) To review the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work; f) To review the internal audit programme, processes, results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; g) To review the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on: (i) changes in or implementation of major accounting policy changes; (ii) significant and unusual events; and (iii) compliance with accounting standards and other legal requirements. h) To review any related party transaction and conflict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity; i) To review whether there is reason (supported by grounds) to believe that the Company’s external auditor is not suitable for re-appointment; Audit Committee Report (cont’d)