board of directors - Petron

TERMS OF REFERENCE OF THE BOARD AUDIT COMMITTEEMembershipThe Board Audit Committee members shall:be appointed from the Board of Directors;consist of not less than three in number;in the majority, be independent Directors;elect a Chairman from among their number, who is an independent Director; andnot be an alternate Director.Footnote:The Kuala Lumpur Stock Exchange has extended to March 31, 2002 the deadline for the requirement for theCommittee to have at least one among their number who:is a member of the Malaysian Institute of Accountants; orif not a member of the Malaysian Institute of Accountants, have at least 3 years' working experience and:- must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967;or- must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of theAccountants Act, 1967.Meetings and minutesMeetings of the Board Audit Committee shall be held regularly, and as often as necessary. Other Directors andemployees of the Company may only attend the meetings at the invitation of the Committee. The presence of theexternal auditor at the meetings of the Committee, if required, may be requested. The auditors, both internaland external, may request the Committee to convene a meeting if one is necessary, to consider any matter whichthe auditor believes should be brought to the attention of the Directors or shareholders of the Company.The Secretary to the Committee shall be appointed by the Committee and shall be responsible for keeping theminutes of meetings.AuthorityThe Board Audit Committee is authorized by the Board of Directors:ANNUAL REPORT & ACCOUNTS 2001to have authority to investigate any matter within its terms of reference;to have the resources which are required to perform its duties;to have full and unrestricted access to any information pertaining to the Company;to have unrestricted access to and communication with both the internal and external auditors;to obtain external legal or other independent professional advice as necessary; andto convene meetings with the external auditors, excluding the attendance of the executive members of theCommittee, whenever deemed necessary.ESSO MALAYSIA BERHAD18