ANNUAL REPORT 2021 129 GOVERNANCE MEMBERS OF THE AUDIT COMMITTEE AND MEETINGS (CONT’D) Meetings (cont’d) For the financial year under review, the AC had held meetings with the outsourced internal auditors and external auditors without the presence of the Senior Management to discuss any issues or significant matters, which the internal and external auditors wished to raise. Meeting Dates:- Outsourced Internal Auditors r "VHVTU r /PWFNCFS External Auditors r .BSDI r %FDFNCFS TERMS OF REFERENCE The Terms of Reference of the AC were as follows: 1. Objectives The AC was established by the Board of the Company with the objective of assisting the Board in meeting its responsibilities in the following areas:- r *O DPNQMZJOH XJUI TQFDJàFE BDDPVOUJOH TUBOEBSET BOE SFRVJSFE EJTDMPTVSF BT BENJOJTUFSFE CZ #VSTB Securities, relevant accounting standards bodies, and any other laws and regulations as amended from time to time; r *O QSFTFOUJOH B CBMBODFE BOE VOEFSTUBOEBCMF BTTFTTNFOU PG UIF $PNQBOZ T QPTJUJPO BOE QSPTQFDUT BOE r *O FTUBCMJTIJOH B GPSNBM BOE USBOTQBSFOU BSSBOHFNFOU GPS NBJOUBJOJOH BO BQQSPQSJBUF SFMBUJPOTIJQ XJUI UIF Company’s external and internal auditors. 2. Composition The AC shall be appointed from amongst the Board and shall comprise no fewer than three (3) members, a majority of whom shall be Independent Directors and all shall be Non-Executive Directors, at least one (1) member must be a member of the Malaysian Institute of Accountants or possess such other qualifications and/or experience as approved by the Bursa Securities. A former key audit partner is required to observe a cooling-off period of at least three (3) years. No alternate director shall be appointed as a member of the AC. Membership of the AC shall be disclosed in the annual report of the Company. Pursuant to Practice note 1.4 of the Malaysian Code on Corporate Governance 2021, the Chairman of the Board should not be a member of or involved in the AC, NC or RC. This is to ensure there is check and balance as well as objective review by the Board. In the event of any vacancy with the result that the number of members (including Chairman) is reduced to below three (3), the Board shall upon the recommendation of the NC to fill the vacancy within two (2) months but in any case not later than three (3) months. Therefore, a member of the AC who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves. The appointment of AC member terminates when the member ceases to be a Director, or as determined by the Board. AUDIT COMMITTEE REPORT (CONT’D)
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