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Board Audit Committee Reportiii)iv)Have a degree/masters/doctorate inaccounting or finance and at least threeyears post qualification experience inaccounting or finance; orHave at least seven years experience ofbeing a Chief Financial Officer of acorporation or have the function of beingprimarily responsible for the managementof the financial affairs of a corporation; orv) Fulfills such other requirements as may beprescribed or approved by BursaSecurities.3.0 SECRETARY OF THE BAC3.1 The GCIA or any other person appointed bythe BAC shall be the Secretary of the BAC.3.2 The Secretary shall:i) ensure all appointments to the BAC areproperly made;ii)iii)iv)ensure that the BAC receives informationand papers in a timely manner to enablefull and proper consideration to be givento issues;prepare the minutes of the BAC meetingsand record the conclusions of the BAC indischarging its duties and responsibilities.circulate the minutes of the BAC meetingspromptly to all members of the BAC andmake the same available to Board memberswho are not members of the BAC; andv) ensure that the minutes of the BACmeetings are properly kept and producedfor inspection if required.4.0 MEETING GUIDELINES OF THE BAC4.1 Quorum4.1.1 In order to form a quorum, minimum twoBAC members must be present and thatthe majority of those present must beIndependent Non-Executive Directors.4.2 Meetings4.2.1 The BAC shall meet at least four times ayear and such additional meetings as theChairman shall decide. The BAC meetingsshall be governed by the provisions ofthe Company’s Articles of Associationrelating to Board meetings unlessotherwise provided for in this ToR. TheBAC may establish procedures from timeto time to govern its meetings, keepingof minutes and its administration.4.2.2 Upon the request of the ExternalAuditors, the Chairman of the BAC shallconvene a meeting of the BAC toconsider any matter the External Auditorsbelieve should be brought to thea t t e n t i o n o f t h e D i r e c t o r s o rShareholders.4.2.3 A member of BAC may participate in ameeting of BAC by means of a telephoneconference or video conference or anyo t h e r m e a n s o f a u d i o - v i s u a lcommunications and the person shall bedeemed to be present in person at themeeting and shall be entitled to vote orbe counted in a quorum accordingly.4.2.4 Decision of BAC may be made by aCircular Resolution provided it is signedby all members.Annual Report 2009 • 093