2009 - TDM Berhad

TDM Berhad (6265-P) 49Report of Audit CommitteeThe Board of Directors of TDM Berhad is pleased to present the report of the Audit Committee for the financial year ended31 December 2009.Members of Audit CommitteeAs at date of this Annual Report, the composition of Audit Committee is as follows;MembersStatus ofDirectorshipAttendance ofmeetingsHaji Rahmat bin Awi (Chairman) (Resigned on 11 January 2010) Senior Independent Non-Executive Director 6/6Haji Zakaria bin K C Ahammu Senior Independent Non-Executive Director 6/6Wong Shew Yong Non-Independent Non-Executive Director 5/6Hj Long Bin A. Rahman (Chairman) (Appointed on 31 January 2010) Independent Non-Executive Director N/AThe Chief Executive Offi cer, Internal Auditors of the Company, Senior Management of the subsidiary companies and representative fromExternal Auditors are invited to attend the Audit Committee meetings whenever necessary.SecretaryThe Joint Secretaries of TDM Berhad, namely Yeap Kok Leong and Wong Wai Foong are also Joint Secretaries of the Audit Committee of theCompany.Terms of ReferenceIn performing their duties and discharging their responsibilities, the Audit Committee is guided by the Terms of Reference of the Committeeas follows:-CompositionThe Committee shall be appointed by the Board of Directors amongst the Directors of the Company which fulfi ls the following requirements:-(a) the Committee must be composed not fewer than 3 members;(b) all of the members shall be non-executive directors with a majority of the Committee being independent directors; and(c) at least one member of the Committee:(i) must be a member of the Malaysian Institute of Accountants; or(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and:(aa) he must have passed the examinations specifi ed in Part 1 of the 1st Schedule of the Accountants Act 1967; or(bb) he must be a member of one of the associations of accountants specifi ed in Part II of the 1st Schedule of the AccountantsAct 1967.or fulfi lls such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad (‘BMSB”).(d)(e)(f)(g)The members of the Committee shall elect a Chairman from among themselves who shall be an independent director.No alternate director should be appointed as a member of the Committee.In the event of any vacancy in the Committee resulting in the non-compliance of the Listing Requirements of the Exchange pertainingcomposition of audit committee, the Board of Directors shall within three (3) months of that event fi ll the vacancy.The term of offi ce and performance of the Committee and each of its members must be reviewed by the Board of Directors at leastonce every three (3) years to determine whether the Committee and its members have carried out their duties in accordance with theirterms of reference.