Directors - Boustead Holdings Berhad

Audit Committee Report
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
The terms of reference of the Committee are as
follows:
Composition
The Audit Committee members shall be appointed by
and from the Board of Directors of Boustead Holdings
Berhad and shall number not less than three members,
a majority of whom shall be independent nonexecutive
Directors. The members of the Audit
Committee shall elect a Chairman from amongst
themselves who is an independent non-executive
Director.
In the event a member of the Audit Committee resigns,
dies or for any other reason ceases to be a member
with the result that the number of members is reduced
to below three, the Board shall within 3 months of that
event appoint such number of new members as may
be necessary to make up the minimum number of
three members.
Quorum and Committee’s Procedures
Meetings shall be conducted at least four times
annually, or more frequently as circumstances dictate.
In order to form a quorum for the meeting, the majority
of the members present must be independent
non-executive Directors. In the absence of the
Chairman, the members present shall elect a Chairman
for the meeting from amongst the members present.
Authority
The Audit Committee is authorised by the Board to
investigate any activity within its terms of reference. It
is authorised to seek any information it requires from
any employee and all employees are directed to
co-operate with any request made by the Committee.
The Audit Committee is authorised by the Board to
obtain such outside legal or other independent
professional advice and to secure the attendance of
such outsiders with relevant experience and expertise
as it may consider necessary.
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Responsibilities and Duties
The Committee shall undertake the following
responsibilities and duties:
1. To review with the external auditors, the audit
plan, the scope of audit and the audit report.
2. To review the evaluation of the system of internal
control with the internal and external auditors.
3. To review the adequacy of the scope, functions and
resources of the internal audit functions and that it
has the necessary authority to carry out its work.
4. To review the internal audit programme,
processes, the results of the internal audit
programme or investigation undertaken and
whether or not appropriate action is taken on the
recommendations of the internal audit function.
5. To provide an independent assessment of the
adequacy and reliability of the risk assessment
process.
6. To review the quarterly results and the year end
financial statements of the Group prior to the
approval by the Board of Directors, focusing
particularly on:
• changes in or implementation of major
accounting policies;
• significant and unusual events; and
• compliance with accounting standards and
other regulatory requirements.
7. To review any related party transactions and
conflict of interest situation that may arise within
the Group including any transaction, procedure or
course of conduct that raises questions of
management integrity.
8. To recommend the nomination of a person or
persons as external auditors.
9. To review any letter of resignation from the
external auditors and any questions of resignation
or dismissal.
10. To report promptly to Bursa Malaysia on any
matter reported by it to the Board of Directors that
has not been satisfactorily resolved resulting in a
breach of the Bursa Malaysia Listing Requirements.
11. To undertake such other functions as may be
agreed to by the Audit Committee and the Board
of Directors.