The Audit Committee shall be appointed by the Board from amongst their number and shall consist of not less than 3 members. All the Audit Committee members must be non-executive directors, with a majority of them being independent directors. Executive director(s) and alternate director(s) cannot be appointed as member(s) of the Committee. In the event of any vacancy in the Committee which results in non-compliance of paragraph 15.09(1) and 15.10 of Main Market Listing Requirements (“MMLR”), the vacancy shall be filled within 3 months. At least one member of the Audit Committee must be qualified under paragraph 15.09 (1)(c) of the MMLR. The Chairman, who shall be elected by the Committee, shall be an independent director.
Meetings shall be held not less than four (4) times in each financial year. In addition, the Chairman of the Committee may call a meeting of the Committee upon the request of the external auditors, to consider any matter the external auditors believe should be brought to the attention of the Board and shareholders.
Majority members present in person who are independent directors shall be a quorum.
The Company Secretary shall be the secretary of the Committee.
The Audit Committee shall, at the Company’s expense, have the following authority and rights:-
The Audit Committee shall report to the Board of Directors either formally in writing, or verbally, as it considers appropriate on the matters within its Terms Of Reference.
The duties of the Audit Committee shall be :-
The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Nomination Committee of the Company annually to determine whether the Committee and its members have carried out their duties in accordance with the Audit Committee’s Terms of Reference.