CORPORATE
GOVERNANCE

DOMINANT ENTERPRISE BERHAD

AUDIT COMMITTEE

TERMS OF REFERENCE  


1.    Composition of Members

Name
Designation
Directorship
Johnson Kandasamy A/L David Nagappan Chairman Independent Non-Executive Director
Tan Meng Poo Member Senior Independent Non-Executive Director
Maniza Bte Haji Mohd Abu (f) Member Independent Non-Executive Director


2.    Authority

The Committee is authorised by the Board, in accordance with the procedures to be determined by the Board and at the cost of the Company, to :

(a)    Investigate any activity within the Committee’s terms of reference;

(b)    Have resources which are reasonably required to enable it to perform its duties;

(c)    Have full and unrestricted access to any information pertaining to the Company or the Group;

(d)    Have direct communication channels with the external auditors and person(s) carrying out the internal audit functions or activities (if any);

(e)    Obtain outside legal or other independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; and

(f)   Convene meetings with the external auditors, the Internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary at least twice a year.


3.    Duties

The duties of the Committee shall be to review the following and report the same to the Board:

(a)    Any matters concerning the appointment and dismissal of the external auditor and the audit fees and non-audit fees;
    
(b)    The nature and scope of the audit by the external auditors before commencement;

(c)    The external auditors’ audit report, areas of concern arising from the audit and any other matters the external auditors may wish to discuss (in the absence of management) ;
(d)    Any financial information for publication, including quarterly and annual financial statements, before submission to the Board, focusing particularly on;
  • Changes in implementation of major accounting policy changes;
  • Significant and unusual events; and
  • Compliance with accounting standards and legal requirements;

(e)    The external auditor’s management letter and management’s responses;

(f)    The adequacy of the competency and relevance of the scope, functions and resources of internal audit and the necessary authority to carry out its work;

(g)    The audit plan and work programme of internal audit;

(h)    Findings of internal audit works and management’s responses;

(i)    Any evaluations on risk management and internal controls by auditors;

(j)    Extent of cooperation and assistance given by the employees;

(k)    The propriety of any related party transaction and conflict of interest situations that may arise within the Company or the Group; and

(l)    Any other matter as directed by the Board.


4.    Overseeing the Internal Audit Function


(a)    The Committee shall oversee all internal audit functions and is authorised to commission investigations to be conducted by internal audit as it deems fit;

(b)    The internal auditor shall report directly to the Committee and shall have direct access to the Chairman of the Committee; and

(c)    All proposals by management regarding the appointment, transfer or dismissal of the internal auditor shall require the prior approval of the Committee.


5.    Quorum for meetings


    The quorum shall be formed only if there is a majority of members present at the meeting who are independent directors            


6.    Attendance at meetings

The Managing Director, Deputy Managing Director, Chairman of the Company, Accounts Manager, the Chief Operating Officer, Company Secretary and the Head of Internal Audit shall normally attend meetings but may be asked to leave a meeting as and when deemed necessary by the Committee;

(a)    A representative of the external auditors shall attend the meeting to consider the final audited financial statement and such other meetings determined by the Committee; and

(b)    Non-member directors shall not attend unless specifically invited to by the Committee.


7.    Frequency of Meetings


    The Chairman shall call for meetings, to be held not less than four times a year. The external auditors may request a meeting if they consider one necessary


8.    Reporting Procedures

(a)    The Company Secretary shall be the Secretary of the Committee. She shall record attendance of all members and invitees and take minutes to record the proceedings of every meeting of the Committee. All minutes of meetings shall be circulated to every member of the Board;

(b)    The Committee shall prepare an annual report to the Board that provides a summary of the activities of the Committee for inclusion in the Company’s annual report;

(c)    The Committee shall assist the Board in preparing the following for publication in the Company’s annual report :

(i)     Statement on the Company’s application of the principles set out in the Malaysian Code of Corporate Governance 2012 to its particular circumstances, having regard to the recommendations stated under each principle;

(ii)    Any recommendations which the Company has not followed, together with the reasons for not following it and the alternatives adopted by the Company, if any.

(iii)    Statement on the Board’s responsibility for preparing the annual audited financial statements; and

(iv)    Statement about the state of risk management and internal control of the Group.

(v)    Statement on Internal Audit function to disclose whether the Internal Audit function is performed in-house or outsourced and the cost incurred for the Internal Audit function in respect of the financial year.

(d)    The Committee may report any breaches of the Listing Requirements, which have not been satisfactorily resolved, to the Bursa Malaysia Securities Berhad.