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AUDIT COMMITTEE REPORT COMPOSITION As at the date of this Annual Report, the composition of the Audit Committee is as follows: • Members Mr Folk Fong Shing @ Kok Fong Hing (Chairman, Independent Non-Executive Director) Y. Bhg. Datuk Emam Mohd Haniff bin Emam Mohd Hussain (Independent Non-Executive Director) Y. Bhg. Datuk Mohd Yusof bin Abd Rahaman (Independent Non-Executive Director) Y. Bhg. Datuk Karownakaran @ Karunakaran A/L Ramasamy (Independent Non-Executive Director) Mr M. Chareon Sae Tang @ Tan Whye Aun (Non-Independent Non-Executive Director) The composition of the Audit Committee complies with Chapter 15 of the Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Listing Requirements”). • Secretaries The Secretaries of Lion Corporation Berhad, Ms Chan Poh Lan and Puan Yasmin Weili Tan binti Abdullah, are also Secretaries of the Audit Committee. TERMS OF REFERENCE • Membership The Audit Committee shall be appointed by the Board from amongst their number and shall consist of not less than three (3) members, all of whom shall be non-executive Directors with a majority of them being independent Directors. The composition of the Audit Committee shall fulfill the requirements as prescribed in the Listing Requirements. The Chairman of the Audit Committee shall be an independent Director appointed by the Board. • Meetings and Minutes The Audit Committee shall meet at least four (4) times annually and the Chief Internal Auditor and the Chief Financial Officer shall normally be invited to attend the meetings. A majority of independent Directors present shall form a quorum. The Audit Committee shall meet with the external auditors without the executive Board members being present at least twice a year. Minutes of each meeting shall be kept and distributed to each member of the Audit Committee and the Board. The Chairman of the Audit Committee shall report on each meeting to the Board. • Authority In conducting its duties and responsibilities, the Audit Committee shall have: (a) the authority to investigate any matter within its terms of reference. (b) the resources which are required to perform its duties. (c) full and unrestricted access to any information pertaining to the Company and the Group. (d) direct communication channels with the external and internal auditors. (e) the right to obtain independent professional or other advice as necessary. (f) the right to invite other Directors and/or management of the Company to attend any particular Audit Committee meeting to discuss specific issues. (g) the right to be able to meet with the external auditors, internal auditors or both, excluding the attendance of other Directors or employees of the Company, whenever deemed necessary. 14
• Duties The duties of the Audit Committee are: (i) To consider the appointment, resignation and dismissal of external auditors and the audit fee. (ii) To discuss with the external auditors, prior to the commencement of audit, the nature and scope of audit and to ensure co-ordination of audit where more than one audit firm is involved. (iii) To review and assess the annual and quarterly financial statements prior to the approval of the Board, focusing on: - going concern assumption - compliance with accounting standards and regulatory requirements - changes in accounting policies and practices - significant issues arising from audit (iv) To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to discuss excluding the attendance of other Directors and employees of the Company, whenever deemed necessary. (v) To review the external auditors’ management letter and management’s response thereto. (vi) To establish the following with the internal audit function: - review the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work - review internal audit programme - ensure co-ordination of external audit with internal audit - consider the major findings of internal audit reviews/investigations and management’s response, and ensure that appropriate actions are taken on the recommendations of the internal audit function (vii) To review any related party transaction and conflict of interests situation that may arise within the Company and the Group. (viii) To consider the appointment of independent advisers for corporate proposals involving related parties. (ix) To assess the quality and effectiveness of the system of internal control and efficiency of operations, and to review the risk policy and implementation of the risk management framework. (x) To promptly report to Bursa Securities on any matter where the Audit Committee is of the view that the matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements. (xi) To review any appraisal or assessment of the performance of the members of the internal audit function, approve any appointment or termination of senior staff members of the internal audit function and be informed of any resignation of senior internal audit staff members and reasons thereof. (xii) To perform any other such function as may be directed by the Board. 15
Page 2 and 3: CONTENTS Page Notice of Meeting 1 C
Page 4 and 5: 6.1.2 Proposed Shareholders’ Mand
Page 6 and 7: CORPORATE INFORMATION Board of Dire
Page 8 and 9: Tan Sri Cheng Yong Kim Non-Independ
Page 10 and 11: Folk Fong Shing @ Kok Fong Hing Ind
Page 12 and 13: Supply of Information The Board as
Page 14 and 15: 3. RELATIONS WITH SHAREHOLDERS AND
Page 18 and 19: ACTIVITIES DURING THE FINANCIAL YEA
Page 20 and 21: NOMINATION COMMITTEE Chairman : Mr
Page 22 and 23: THE GROUP’S BUSINESSES • Aerial
Page 24 and 25: sebanyak 25%. Kesan positif pengumu
Page 26 and 27: CHAIRMAN’S STATEMENT On behalf of
Page 28 and 29: 主席报告我谨代表董事部,
Page 30 and 31: FINANCIAL STATEMENTS 2010 For The F
Page 32 and 33: DIRECTORS’ INTERESTS (continued)
Page 34 and 35: OTHER STATUTORY INFORMATION Before
Page 36 and 37: INCOME STATEMENTS FOR THE FINANCIAL
Page 38 and 39: BALANCE SHEETS (continued) AS AT 30
Page 40 and 41: Group STATEMENTS OF CHANGES IN EQUI
Page 42 and 43: CASH FLOW STATEMENTS FOR THE FINANC
Page 44 and 45: NOTES TO THE FINANCIAL STATEMENTS 3
Page 46 and 47: 3. SIGNIFICANT ACCOUNTING POLICIES
Page 58 and 59: 4. CHANGES IN ACCOUNTING POLICIES (
Page 64 and 65: 5. CRITICAL ACCOUNTING JUDGEMENTS A
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9. PROFIT/(LOSS) FROM OPERATIONS Th
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11. OVER PROVISION FOR LOSS Pursuan
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14. PROPERTY, PLANT AND EQUIPMENT F
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14. PROPERTY, PLANT AND EQUIPMENT (
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14. PROPERTY, PLANT AND EQUIPMENT (
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18. INVESTMENT IN SUBSIDIARIES 74 C
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18. INVESTMENT IN SUBSIDIARIES (con
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18. INVESTMENT IN SUBSIDIARIES (con
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19. INVESTMENT IN ASSOCIATES Group
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20. OTHER INVESTMENTS Long Term Inv
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21. TRADE AND OTHER RECEIVABLES Gro
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22. DEFERRED TAXATION (continued) D
Page 90 and 91:
26. NON-CURRENT ASSETS CLASSIFIED A
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29. PREFERENCE SHARES Megasteel iss
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29. PREFERENCE SHARES (continued) T
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30. BORROWINGS (continued) The weig
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30. BORROWINGS (continued) (A) Synd
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31. REDEEMABLE CONVERTIBLE SECURED
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32. BONDS AND DEBTS Group Company 2
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32. BONDS AND DEBTS (continued) (A)
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33. DEFERRED LIABILITIES 104 Group
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36. EMPLOYEE BENEFITS (a) Defined B
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36. EMPLOYEE BENEFITS (continued) (
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39. RELATED PARTY TRANSACTIONS Rela
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40. SEGMENTAL ANALYSIS (continued)
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40. SEGMENTAL ANALYSIS (continued)
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42. FINANCIAL INSTRUMENTS Financial
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42. FINANCIAL INSTRUMENTS (continue
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INDEPENDENT AUDITORS’ REPORT TO T
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LIST OF GROUP PROPERTIES AS AT 30 J
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Thirty Largest Registered Sharehold
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Thirty Largest Registered Warrant H
Page 130 and 131:
OTHER INFORMATION (I) MATERIAL CONT
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(IV) STATUS OF CONDITIONS IMPOSED B
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✄ FORM OF PROXY CDS ACCOUNT NUMBE
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