The Audit and Risk Management Committee (“ARMC”) member shall comprise at least 3 Non-Executive Directors, a majority of whom, including the Chairman, shall be independent directors.
At least one member of ARMC must be a member of the Malaysian Institute of Accountants ; or shall fulfill such other requirements as prescribed in the Main Market Listing Requirements of Bursa Malaysia.
No former audit partner shall be appointed as a member of ARMC before observing a cooling-off period of at least two (2) years.
No alternate director shall be appointed as a member of ARMC.
Meeting and Minutes
The Company Secretary or such other person(s) authorized by the Board of Directors of Magni shall act as the Secretary to ARMC.
The quorum for ARMC meeting shall be the majority of members present whom must be independent directors.
Attendance at a meeting may be by being present in person or by participating in the meeting by means of video, audio or teleconference.
The minutes of the proceedings and resolutions of meetings of ARMC shall be kept by the Secretary, and shall be circulated to all members of the ARMC and be presented for notification to the Board of Directors of Magni.
Wherever necessary and reasonable for the performance of its duties, the ARMC shall:-
- have authority to investigate any matter within its terms of reference;
- have the resources which are required to perform its duties;
- have full and unrestricted access to any information pertaining to the Company;
- have direct communication channels with the external auditors;
- be able to obtain independent professional or other advice; and
- be able to convene meetings with the external auditors without the attendance of the Executive Directors and management staff whenever deemed necessary.
The function of ARMC is to assist the Board in fulfilling its oversight responsibilities. The ARMC will :-
- review the following:-
- with the external auditors, the audit plan;
- with the external auditors, his evaluation of the system of internal controls;
- with the external auditors, his audit report;
- the assistance given by the employees of the Company to the external auditors;
- the quarterly results and year end financial statements prior to the approval of the Board,
focusing particularly on:
- i) changes in or implementation of major accounting policy changes;
- ii) significant and unusual events;
- iii) going concern assumptions;
- iv) compliance with applicable financial reporting standards and regulatory requirements;and
- any related party transaction and conflict of interest situation that may arise with the
Company and the Group.
- do the following, in relation to the internal audit function:
- review the internal audit plan presented by the internal auditors to ensure adequate scope and coverage of the activities of the Group and resources required to carry out the plan ;
- 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; and
- review the internal audit processes and the results of the internal audit and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function.
- review the risk management framework adopted by the Group and the processes employed
to identify, evaluate and manage key business risks.
- recommend the appointment of external auditors and audit fees and to recommend the nomination of a person or persons as external auditors.
- review the suitability and independence of external auditors.
- prepare the ARMC Report at the end of each financial year.
Review of the Terms of Reference