AUDIT COMMITTEE REPORT
(CONT’D)
Chairman
•
The Chairman shall be an independent director elected by the members of the Audit Committee.
Secretary
•
One of the Company Secretaries shall be the Secretary of the Audit Committee.
Quorum
•
A quorum shall be two (2) members and a majority of the members must be independent directors. In the
absence of the Chairman, the members present shall elect a chairman for the meeting from amongst the
members present.
Meetings
•
The Audit Committee shall regulate its own proceedings. The Committee shall meet at least four (4) times
a year. The Audit Committee has the discretion to invite relevant personnel to its meeting. The presence of
senior management and external and internal auditors may be requested, if required. Other members of
the Board of Directors may attend meetings upon the invitation of the Audit Committee.
•
The Committee is able to convene meetings with external auditors, without executive Board members being
present at least twice a year. The external and internal auditors may request a meeting by notifying the
Chairman of the Audit Committee if they consider it necessary.
Authority
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The Audit Committee is authorised by the Board of Directors to investigate any matter within its terms of
reference. The Committee shall have the resources which are required to perform its duties and have full and
unrestricted access to any information and personnel pertaining to the Group. The Committee has direct
communication channels with the external and internal auditors and may obtain independent professional
advice as and when necessary to discharge its duties subject to the prior approval of the Board of Directors.
Term of Office
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If a member of the Committee for any reason ceases to be a member of the Committee with the result that
the number of members is reduced to below three (3), the Board of Directors shall within three (3) months
of that event, appoint such number of new members as may be required to make up the minimum number
of three (3) members.
Pentamaster Corporation Berhad
(572307-U)
•
Annual Report 2014
26
