Quality - UAC Berhad

Report of The Audit Committeeviii To review the internal audit functions namely:• The adequacy of the scope, functions and resources of the internal audit function, and that it has thenecessary authority to carry out its work;• The internal audit programme and results of the internal audit process and where necessary, ensure thatappropriate action is taken on the recommendations of the internal auditor; and• The performance of the internal auditor, whose role includes the examination and evaluation of theGroup's operations and their compliance with the relevant policies, codes and legislations;ix To consider any related party transactions and conflict of interest situations that may arise within theCompany or Group;xxixiiTo consider the major findings of internal investigations and management's response;To review and monitor the effectiveness of the Group's system of internal control; andTo consider other matters as defined by the Board.5 Meetings and minutesiiiiiiThe Audit Committee shall meet regularly, with due notice of issues to be discussed and should record itsconclusions in discharging its duties and responsibilities.The quorum for any meeting shall be at least two, the majority of whom must be independent Directors.The Secretary of the Committee shall be the internal auditor. Minutes of each meeting are to be prepared andsent to the Committee members, the Company's Directors who are not members of the Committee and theCompany Secretary.MEMBERSThe Audit Committee comprises three independent, non-executive Directors and two non-independent, non-executiveDirectors, as follows:Independent, non-executiveDatuk Alladin Hashim (Chairman of the Audit Committee)Tan Sri Dato' Haji Hanafiah bin Haji AhmadTan Leh Kiah (Appointed on 14 November 2005)Dato' Siew Nim Chee (Resigned on 2 August 2005)Non-Independent, non-executiveTan Sri Dato' Lodin bin Wok KamaruddinDato' (Dr.) Megat Abdul Rahman bin Megat Ahmad33