COMPOSITION

Constitution

The Audit Committee was formed pursuant to a resolution passed by the Board of Directors (the “Board“) of PUC Founder (MSC) Berhad on 27 February 2002.

Membership

The Board from among its members shall appoint the Audit Committee that fulfils the following requirements:-

  1. The audit committee must be composed of no fewer than 3 members.
  2. All the Audit Committee members must be non-executive directors with a majority of the Audit Committee members must be independent directors.
  3. At least one member of the Audit Committee to comply with Rule 15.09(1)(c) of the Listing Requirements.

If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the Board of Directors shall, within 3 months of that event, appoint such number of new member as may be required to make up the minimum number of 3 members.


TERMS OF REFERENCE

Objective

The objective of the Audit Committee is to assist the Board in fulfilling its responsibilities for the accounting and internal control systems, the financial reporting procedures, the audit process and compliance with listing requirements.

Authority

The Committee is authorized by the Board to investigate any activity within its terms of reference and shall have adequate resources and unrestricted access to any information from both internal and external auditors and all employees of the Group in performing its duties. The Committee is also authorized by the Board to obtain external legal or other independent professional advice and to invite outsiders with relevant experience to attend, if necessary.

The Committee is also authorized to convene meetings with external auditors, the internal auditors or both, without other board members and employees present, whenever deemed necessary.

Duties and Responsibilities

The duties and responsibilities of the Audit Committee shall be:-

  1. To recommend the nomination of a person or persons as external auditors and review any letter of resignation from external auditors;
  2. To review with the external auditors, the audit plan and audit report;
  3. To review with the external auditor, his evaluation of the system of internal controls;
  4. To review the assistance given by the employees of the Company to the external auditor;
  5. To review the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its work;
  6. To review the internal audit programme, processes, the results of the internal audit programmed, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
  7. To review the quarterly results and year end financial statements, prior to the approval by the board of directors, focusing particularly on:-
    1. changes in or implementation of major accounting policy changes;
    2. significant and unusual events; and
    3. compliance with accounting standards and other legal requirements;
  8. To review any related party transaction and conflict of interest situation that may arise within the listed company or group including any transaction, procedure or course of conduct that raises questions of management integrity; and
  9. To review whether there is reason (supported by grounds) to believe that the listed company’s external auditor is not suitable for re-appointment.

Meetings

Meetings shall be held as and when the Audit Committee deems necessary.

A minimum of two members present shall form a quorum, both of whom present shall be Independent Non-Executive Directors. In the event that the Chairman is unable to attend a meeting, a member of the Audit Committee shall be nominated as Chairman of the meeting. The nominated Chairman shall be an Independent Director.

The Committee may invite other directors and employees to the meeting to brief the Audit Committee on issues that are incorporated into agenda.

Rule 15.09(1)(c)

At least one member of the audit committee:-

  1. must be a member of the Malaysian Institute of Accountants (“MIA”); or
  2. if he is not a member of the MIA, he must have at least 3 years’ working experience and:-
    1. he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
    2. he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
  3. fulfils such other requirement as prescribed by the Exchange*

* The following qualifications are also acceptable:-

  1. a degree/masters/doctorate in accounting or finance and at least 3 years’ post qualification experience in accounting or finance**;
  2. at least 7 years’ experience being a chief financial officer of a company or having the function of being primarily responsible for the management of the financial affairs of a company.

** Persons who are members of professional accountancy organizations which have been admitted as full members of the International Federation of Accountants and who have at least 3 years’ post qualification experience in accounting or finance are deemed to fulfill the qualifications set out in (a) above.