Terms of reference composition


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NameTerms of reference composition
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AUDIT COMMITTEE: TERMS OF REFERENCE


OBJECTIVE
The Audit Committee was established to act as a Committee of the Board of Directors to fulfil its fiduciary responsibilities in accordance with the Audit Committee Charter of Cuscapi Berhad and to assist the Board review the adequacy and integrity of the Group’s financial administration and reporting, internal control and risk management systems including the management information systems for compliance with applicable laws, regulations, rules, directives and guidelines.
TERMS OF REFERENCE


  1. COMPOSITION




    1. The Committee shall fulfil the following requirements:-




      1. Committee must be composed of no fewer than 3 members. If a member of the Committee ceases to be a member resulting in the number of members reducing to below 3, the vacancy must be filled within three (3) months.




      1. All members of the Committee shall be Non-Executive Directors with a majority of them being Independent Directors to fully comply with paragraph 15.09 of the Listing Requirements.




      1. At least one (1) member of the Committee:-




        1. Must be a member of the Malaysian Institute of Accountants; or




        1. If he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and

          • he must have passed the examination specified in Part 1 of the First Schedule of the Accountants Act, 1967; or

          • he must be a member of one of the Association of Accountants specified in Part II of the First Schedule of the Accountants Act, 1967; or

          • Fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad




        1. Be a holder of a Degree/ Masters/ Doctorate in Accounting or Finance and has at least 3 years’ post qualification experience in Accounting or Finance; or

        2. Have at least 7 years’ experience being a chief financial officer of a corporation or having the function of being primarily responsible for the management of the financial affairs of a corporation




    1. Members of the Committee shall elect from among them a Chairman who shall be an Independent Non-Executive Director.




    1. No alternate director should be appointed as a member of the Committee.




    1. The Committee is authorised by the Board to investigate any activity of the Company and its subsidiaries within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate as requested by members of the Committee.


Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Bursa Malaysia Securities Berhad Listing Requirements, the Committee shall promptly report such matter to Bursa Malaysia Securities Berhad.



2.0 MEMBERSHIP


      1. The present members of the Committee comprise the following Directors:-


Dato’ Gan Nyap Liou @ Gan Nyap Liow (Chairman) (Independent Non-Executive Director)

(Appointed as member and Chariman on 11 March 2015)
Mr. Ang Chin Joo
(Independent Non-Executive Director)
Ms. Lim Li Li
(Non-Independent Non-Executive Director)
Mr. Khoo Chuan Keat
(Independent Non-Executive Director)
(Appointed as member on 1 August 2015)


    1. MEETINGS




      1. Frequency




        • Meeting shall be held at least four (4) times annually, or more frequently if circumstances so require the Committee to do so.

        • Upon the request of the external auditor, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter the external auditor believes should be brought to the attention of the Directors or shareholders.




      1. Quorum




        • A quorum shall consist of a majority of independent directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.




      1. Secretary




        • The Company Secretary shall be the Secretary of the Committee or in his absence, another person authorised by the Chairman of the Committee. The Secretary in conjunction with the Chairman shall draw up an agenda which shall be circulated at least one (1) week before each meeting to members of the Committee.




      1. Attendance




        • The Committee may require the members of management, the internal auditors and representatives of the external auditors to attend any of its meetings as it determines.




        • Other Directors, employees and a representative of the external and internal auditors may attend any particular meeting only at the Committee’s invitation, specific to the relevant meeting.




      1. Reporting Procedure




        • The Minutes of each meeting shall be circulated to all members of the Board.




      1. Meeting Procedure


The Committee shall regulate its own procedure, in particular:-


          1. The calling of meetings;




          1. The notice to be given of such meetings;




          1. The voting and proceedings of such meetings;




          1. The keeping of minutes; and




          1. The custody, production and inspection of such minutes.




    1. AUTHORITY


The Committee shall:-


  1. Have explicit authority to investigate any matter within its terms of reference;




  1. Have the resources which it needs to perform its duties;




  1. Have full access to any information pertaining to the Company and group which it requires in the course of performing its duties;

  2. Have unrestricted access to the senior management of the Company and group;






    1. Have direct communication channels with the external auditor and person(s) carrying out the internal audit function or activity;

    2. Be able to obtain independent professional or other advice in the performance of its duties;




    1. Be able to convene meetings with external auditors, excluding the attendance of the executive members of the committee, whenever deemed necessary; and

    2. Be able to invite outsiders with relevant experience to attend its meeting, whenever deemed necessary.




  1. DUTIES AND RESPONSIBILITIES


The Committee shall, amongst other, discharge the following functions:-


      1. To review




        1. The quarterly results and year end financial statements, prior to approval by the Board of Directors, and focusing particularly on:-

          1. The going concern assumption;




          1. Changes in or implementation of major accounting policy changes;




          1. Significant and unusual events; and




          1. Compliance with accounting standards and other legal requirements.




        1. Any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity.




        1. With the external auditor:-




          1. The audit plan;




          1. His evaluation of the system of internal controls;




          1. His audit report;




          1. His management letter and management’s response; and




          1. The assistance given by the Company’s employees to the External Auditor.




      1. To review the effectiveness of the risk management process, internal control, and management information system practices and procedures.




      1. In respect of the appointment of External Auditors:-




        1. To review whether there is reason (supported by grounds) to believe that the External Auditor is not suitable for reappointment;

        2. To consider the nomination of a person or persons as External Auditors and the audit fee; and




        1. To consider any questions of resignation or dismissal of External Auditors.




      1. In respect of the internal audit function:-




        1. To review the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work;

        2. To review the internal audit program, processes, the results of the internal audit program, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

        3. To review any appraisal or assessment of the performance of members of the internal audit function;




        1. To approve any appointment or termination of the internal audit function staff members; and




        1. To provide a resigning internal audit function staff member the opportunity to submit his reasons for resigning.




      1. To promptly report such matters to Bursa Malaysia Securities Berhad if the Committee is of the view that any matter reported by it to the Board of Directors has not been satisfactorily resolved resulting in a breach of the Listing Requirements.




      1. To carry out such other function as may be agreed to by the Committee and the Board of Directors.

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