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Eng - IOI Group

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Audit Committee Report cont’dTERMS OF REFERENCE cont’d4 Duties and Responsibilities cont’dxiTo review the <strong>Group</strong>’s quarterly financial statements and the <strong>Group</strong>’s and the Company’s annual financial statements beforesubmission to the Board.The review shall focus on:• any changes in accounting policies and practices• major potential risks issues, if any• significant adjustments and issues arising from the audit• review for indication of impairment in carrying values of assets• compliance with the applicable approved accounting standards• compliance with stock exchange and legal requirementsxii To review any related party transaction and conflict of interest situations that may arise within the Company or the <strong>Group</strong>.xiii To undertake any other activities as authorised by the Board.xiv To review the allocation of options during the year under the Company’s Executive Share Option Scheme (“ESOS”) to ensurethat this was in compliance with the allocation criteria determined by the Option Committee and in accordance with the Bye-Laws of the Company’s ESOS.5 MeetingsNumber of MeetingsThe Committee shall meet at least five (5) times a year or more frequently as circumstances dictate. The Chairman shall also convenea meeting of the Committee if requested to do so by any member, the management or the internal or external auditors to considerany matter within the scope and responsibilities of the Committee.Attendance of MeetingsThe head of finance and head of internal audit division and representatives of the external auditors shall normally be invited toattend meetings of the Committee. The Committee may also invite other directors and employees to attend any of its meeting to assistin resolving and clarifying matters raised. However, at least once a year the Committee shall meet with the external auditors withoutexecutive Board members present.QuorumA quorum shall consist of a majority of Independent Non-executive Directors and shall not be less than two.<strong>IOI</strong> Corporation BerhadANNUAL REPORT 2007 68

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