My EG Services Berhad Annual Report 2020

ANNUAL REPORT 2020 113 TERMS OF REFERENCE (CONT’D) The Terms of Reference of the AC were as follows: (cont’d) 5. Quorum and Meeting Procedures (cont’d) By invitation of the AC, the Group Managing Director and other appropriate officers may be invited to attend the AC meeting, where their presence are considered appropriate as determined by the AC’s Chairman. All decisions at such meeting shall be decided on a show of hands on a majority of votes. The AC may deal with matters by way of circular reports and resolutions in lieu of convening a formal meeting. A resolution in writing, signed, approved or assented by letter, electronic mail, telegram, telex or telefax or other electronic communication by all AC members shall be as valid and effectual as if it had been passed at a meeting of the AC duly convened and held. Any such resolution may consist of several documents in like form, each signed by one (1) or more AC members and may be transmitted to the Company by any technology purporting to include a signature and/or electronic or digital signature of the AC members. The AC shall meet at least two (2) times a year with the external auditors and internal auditors to discuss any matters without the presence of the management and any executive members of the Board. 6. Reporting Responsibilities The Chairman of the AC is responsible for reporting to the Board on the AC’s activities. The AC shall make recommendation to the Board it deems appropriate or any area within its remit where action or improvement is needed. 7. Rights 5IF "$ TIBMM B )BWF BVUIPSJUZ UP JOWFTUJHBUF BOZ NBUUFS XJUIJO JUT UFSNT PG SFGFSFODF C )BWF UIF SFTPVSDFT XIJDI BSF SFRVJSFE UP QFSGPSN JUT EVUJFT c) Have full and unrestricted access to any information pertaining to the Group which is required for the QVSQPTF PG EJTDIBSHJOH JUT GVODUJPOT BOE SFTQPOTJCJMJUJFT d) Have direct communication channels with the external auditors and person(s) carrying out the internal audit GVODUJPO PS BDUJWJUZ BOE 4FOJPS .BOBHFNFOU PG UIF $PNQBOZ e) )BWF UIF SJHIU UP PCUBJO JOEFQFOEFOU QSPGFTTJPOBM PS PUIFS BEWJDF BU UIF $PNQBOZ T FYQFOTF 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 management and any executive members of the Board, XIFOFWFS EFFNFE OFDFTTBSZ 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 listing SFRVJSFNFOUT h) Have the right to pass resolutions by a simple majority vote from the AC and that the Chairman shall have UIF DBTUJOH WPUF TIPVME B UJF BSJTF J .FFU BT BOE XIFO SFRVJSFE PO B SFBTPOBCMF OPUJDF BOE j) The AC’s Chairman shall call for a meeting upon the request of the external auditors or internal auditors. AUDIT COMMITTEE REPORT (CONT’D) GOVERNANCE