MY E.G. SERVICES BERHAD Registration No. 200001003034 (505639-K) 130 TERMS OF REFERENCE (CONT’D) The Terms of Reference of the AC were as follows: (cont’d) 2. Composition (cont’d) The AC members shall be financially literate, competent and are able to understand matters under the purview of the AC including the financial reporting process and collectively:- r )BWF LOPXMFEHF PG UIF JOEVTUSJFT JO XIJDI UIF $PNQBOZ BOE JUT TVCTJEJBSJFT PQFSBUFT BOE r )BWF UIF BCJMJUZ UP VOEFSTUBOE LFZ CVTJOFTT BOE àOBODJBM SJTLT BOE SFMBUFE DPOUSPMT BOE DPOUSPM QSPDFTTFT The Board must via the NC review the terms of office and performance of AC members annually to determine whether the AC members have carried out their duties in accordance with its terms of reference. 3. Chairman The Chairman, who shall be elected by the AC, shall be an Independent Director and is not the Chairman of the Board. In the event of the Chairman’s absence, the meeting shall be chaired by another Independent Director. 4. Secretary The secretary of the Company or his/her representative shall act as the secretary of the AC (“Secretary”). The Secretary, in conjunction with the Chairman, shall draw up an agenda, which shall be circulated together with the relevant support papers, at least one (1) week prior to each meeting to the members of the AC. The Secretary shall also be responsible for keeping the minutes of meetings of the AC and circulating them to the AC members. The AC members may inspect the minutes of the AC at the Registered Office or such other place may be determined by the AC. 5. Quorum and Meeting Procedures The AC 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 members present at the meeting shall be independent. The AC may call for a meeting as and when required with reasonable notice as the AC members deem fit. The AC members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting. 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. An AC member shall excuse himself/herself from the meeting during discussions or deliberations of any matter which gives rise to a situation of an actual or perceived conflict of interest for the member. Where this causes insufficient AC members to make up a quorum, the AC has the right to invite / appoint any Director or Directors from the Board (excluding the Chairman of the Board) to fulfil the membership criteria temporarily. A notice of invitation/appointment is issued to the selected Director or Directors to attend the meeting. 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 including but not limited to signing with a platform such as DocuSign. 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 Senior Management and any executive members of the Board. AUDIT COMMITTEE REPORT (CONT’D)
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