My EG Services Berhad Annual Report 2019

MY E.G. SERVICES BERHAD [Registration No. 200001003034 (505639-K)] 84 COMPOSITION AND TERMS OF REFERENCE (CONT’D) The Terms of Reference of the ARMC, during FP2019 were as follows: (cont’d) 5. Meetings The Committee shall meet at least four (4) times in each financial year. The quorum for a meeting shall be two (2) members, provided that the majority of members present at the meeting shall be independent. The ARMC may call for a meeting as and when required with reasonable notice as the ARMC members deem fit. The ARMC members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment that is audible to all persons participating in the meeting. Such participation in a meeting shall constitute presence in person at such meeting. By invitation of the ARMC, the Group Managing Director and other appropriate officers may be invited to attend the ARMC meeting, where their presence are considered appropriate as determined by the Chairman of the ARMC. All decisions at such meeting shall be decided on a show of hands on a majority of votes. The ARMC 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 ARMC duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members. The ARMC shall meet at least two (2) times a year with the external and internal auditors to discuss any matters without the presence of the Management and any executive members of the Board. 6. Rights The ARMC shall:- a) have the authority to investigate any matter within its Terms of Reference; b) have the resources which are required to perform its duties; c) have full and unrestricted access to any information pertaining to the Group which is required for the purpose of discharging its functions and responsibilities; d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity and Senior Management of the Group; e) have the right to obtain independent professional or other advice at the Group’s expense; f) have the right to convene meetings with the external auditors and the persons carrying out the internal audit function, excluding the attendance of the executive members of the Board, whenever deemed necessary; g) promptly report to the Bursa Securities, or such other name(s) as may be adopted by Bursa Securities, matters which have not been satisfactorily resolved by the Board resulting in a breach of the MMLR of Bursa Securities; h) have the right to pass resolutions by a simple majority vote from the ARMC and that the ARMC Chairman shall have the casting vote should a tie arise; i) meet as and when required on a reasonable notice; and j) the ARMC Chairman shall call for a meeting upon the request of the external auditors or internal auditors. 7. Annual General Meeting The Chairman of the ARMC should attend the annual general meeting to answer any shareholders’ questions on the ARMC’s activities. AUDIT AND RISK MANAGEMENT COMMITTEE REPORT (CONT’D)