Terms of Reference

A.AUDIT COMMITTEE

The Committee is authorised by the Board, in accordance with the procedures to be determined by the Board (if any) and at the cost of the Company, to:
a)Investigate any activity within the Committee’s terms of reference;
b)Have resources which are reasonably required to enable it to perform its duties;
c)Have full and unrestricted access to any information pertaining to the Company or the Group;
d)Have direct communication channels with the External Auditors (“EA”) and person(s) carrying out the internal audit function or activity (if any);
e)Obtain outside legal or other independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers necessary; and
f)Convene meetings with EA, Internal Auditors (“IA”) or both, excluding the attendance of other Directors and employees of the Company, whenever deemed necessary, but at least twice a year.

A.2The Duties of the Committee shall be to review the following and report the same to the Board:

a)Any matters concerning the appointment, any questions of resignation or dismissal of the EA and the audit fee;
b)The nature and scope of the audit by the EA before commencement;
c)The EA’s audit report, areas of concern arising from the audit and any other matters the EA may wish to discuss (in the adsence of management, if necessary);
d)Any financial information for publication, including quarterly and annual financial statements, before submission to the Board, focusing particularly on
– Changes in the implementation of major accounting policy;
– Significant and unusual events; and
– Compliance with accounting standards and legal requirements.
e)The EA’s management letter and management’s reponse;
f)The adequacy of the competency and relevance of the scope, functions and resources of internal audit and the necessary authority to carry out its work;
g)The audit plan and work programme of internal audit and where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit;
h)Findings of internal audit work and management’s response;
i)Any evaluation on internal controls by auditors;
j)To review and recommend the risk management policy framework for approval by the Board;
k)To recommend to the Board on proposed changes in risk management policies and strategies, as and when necessary;
l)To liaise with EA and IA in respect of their conduct of the audit/review of the Company’s risk management process;
m)To review reports to ensure compliance with risk management policies and provide recommendation where necessary;
n)Extent of cooperation and assistance given by the employees;
o)The propriety of any related party transactions and conflict of interest of situations that may arise within the Company of the Group; and
p)Any other matter as defined by the Board from time to time.

B.NOMINATION COMMITTEE

a) Recommend to the Board new candidates for directorship and members for the Board’s Committees. Consider in making its recommendations, candidates for directorship proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any Director or shareholder;
b) To assist the Board to review annually the required mix of skills and experience and other qualities of Directors; and
c) To assist the Board to assess annually in term of effectiveness of the Board as a whole and the Board’s Committees, as well as contribution of each Director.

C.REMUNERATION COMMITTEE

a) To determine a procedure for developing a remuneration policy which will enable the Company to attract and retain Directors with relevant experience and expertise needed to run the Group successfully;
b) To recommend to the Board, the remuneration packages for all Executive Directors of the Company; and
c) To recommend to the Board, the implementation where practical of the provisions of the Code related to remuneration.

Updated on 17/04/2019