1. The members of the ARMC shall be appointed by the Board and shall comprise a minimum of three (3) directors but subject to a maximum of five (5) directors or such number as may be determined by the Board from time to time.
2. All ARMC members must be non-executive directors, with a majority of them being independent directors as provided in the ACE Market Listing Requirements (“ACE LR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”). The chairman of the Board shall not be a member of the ARMC, with reference to Practice 1.4 of the MCCG.
3. The members of the ARMC shall elect a Chairman of the ARMC (“Chairman”) from among themselves who shall be an independent director. The election of the Chairman shall be approved by the Board.
4. No former key audit partner of the external auditors of the Company and/or its subsidiaries shall be appointed as a member of the ARMC before observing a cooling-off period of at least three (3) years before eligible to be appointed as a member of the ARMC. For the purpose of the foregoing, a former key audit partner means the engagement partner, the individual who is responsible for the engagement of quality control review and other audit partners, if any, on the engagement team who make key decisions and/or judgments on significant matters with respect to the audit of the financial statements of the Company on which the auditor will express an opinion and/or the affiliate firm (including those providing advisory services, tax consulting, etc).
5. At least one (1) member of the ARMC:-
   • must be a member of the Malaysian Institute of Accountants (“MIA”), or
   • if he is not a member of the MIA, he must have at least 3 years’ working experience and:-
     • he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
     • he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or
   • fulfills such other requirements as prescribed or approved by Bursa

6. No alternate director shall be appointed as a member of the ARMC.
7. If a member of the ARMC retires, resigns, dies or for any reason ceases to be a member resulting in the non-compliance of paragraphs 1 and 5 above, the Board shall within three (3) months of these events, fill the vacancy.
8. The members of ARMC shall be nominated and recommended by the Nomination Committee (“NC”), and thereafter to be appointed by resolution of the Board.

1. To consider any matters concerning the appointment of the external auditors, the audit fees and any issues of re-appointment, resignation or dismissal.
2. In assessing the suitability, objectivity and independence of the external auditors on an annual basis, to consider following: –
3. the adequacy of the experience and resources of the accounting firm;
4. the persons assigned to the audit;

• the accounting firm’s audit engagements;

1. the size and complexity of the Group being audited;
2. the number and experience of supervisory and professional staff assigned to the particular audit;
3. the nature and extent of the non-audit services rendered and the appropriateness of the level of fees to support a quality audit; and

• assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.

3. To consider the information presented in the Annual Transparency Report of the audit firm and whether there is reason (supported by grounds) to believe that the external auditor is not suitable for re-appointment.
4. To review, discuss and approve the non-audit services to be rendered by the external auditor and its affiliates while taking into account the nature and extent of the non-audit services and the appropriateness of the fees imposed.
5. To obtain written assurance from the external auditors confirming that they are, and have been independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.
6. To review with the external auditors:-
7. where prior to the commencement of an audit, their audit plan which shall state the nature of the audit and to ensure an effective co-ordination of audit, where more than one audit firm are involved.
8. their evaluation of the system of the internal controls;

• their audit report;

1. their management letter and the management’s response with regard to problems and reservations arising from their audits;
2. the assistance given by the Group’s employees to the external auditors; and
3. on issues and reservations arising from the interim and final audits, and any matter the external auditors may wish to discuss (in the absence of the management where necessary) at least once a year or more frequently as necessary.

1. To ensure and confirm that the management has placed no restriction on the scope of the audit and inquire into the staffing and competence of the external auditors in performing their work and assistance given by the Group’s officers to the external auditors.
2. Where the external auditors are removed from office or give notice to the Company of their desire to resign as external auditors, the ARMC shall ensure that the Company notifies Bursa Securities by forwarding a copy of any written representations or written explanations of the resignation made by the external auditors at the same time as copies of such representations or explanations are submitted to the Registrar of Companies within seven (7) days from the submission of the written representation or notice of resignation pursuant to Section 284 of the Companies Act 2016.
3. To review:-
4. the Annual Report, quarterly interim financial reports and year-end financial statements of the Company and Group and make its recommendation to the Board for their approval and announcement to Bursa Securities focusing particularly on:-
   1. changes in or implementation of major accounting policies and practices;
   2. significant matters highlighted including financial reporting issues, significant judgements made by the management, significant and unusual events or transactions and how these matters are addressed;
   3. the going concern assumption; and
   4. compliance with applicable financial and accounting reporting standards and other legal requirements.
5. any related party transaction and conflict of interest situation that arose, persist or may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity and the measures taken to resolve, eliminate or mitigate such conflicts;

• any letter of resignation from the external auditors of the Company or the Group; and

15. the Annual Audit Committee Report for the financial year that complies with Rule 15.15(3) of the ACE LR which summarises the ARMC’s activities and ensure that its Board approves of the said report for inclusion into the Annual Report issued for each financial year.

10. Establishment of an internal audit function (whether in-house or outsourced) which is effective and independent of the activities that it audits and in relation thereto:-
    1. ensure that the head of the internal audit function reports directly to the ARMC;
    2. review the adequacy of the internal audit scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work;

• review the internal audit plan, processes, the results of the internal audit assessment or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

1. review any appraisal or assessment of the performance of members of the internal audit function and the Continuing Professional Education attended by them;
2. approve any appointment or termination of senior staff members of the internal audit function and remuneration or fees of internal audit function;
3. inform itself of changes in personnel of the internal audit staff members and make available the opportunity for resigning staff members to submit his reason(s) for resigning;

• conduct regular reviews and appraisals on the effectiveness of the governance, risk management and internal controls processes within the company to ensure internal audits are carried out in accordance with recognized framework;
• if the internal audit function is outsourced, to consider and recommend the appointment or termination of the internal audit function, the fees and ensure adequate resources are available including staffing and competence of the internal audit function in performing their work;

1. to consider the major findings of any internal investigations and the management’s response with the management, external auditors and internal auditors, including the status of previous audit recommendations;
2. to meet with the internal audit function at least once a year without the presence of the management to exchange opinions and for the internal audit function to convey any of their concerns;
3. review the reporting information of the contents and operations of the Anti-Bribery Management System at regular intervals and order a regular review (at least once every three (3) years) of the Anti-Bribery and Anti-Corruption Policy to ensure the system is kept effective and up to date; and

• ensure the management has adequate and appropriate resources needed for effective implementation of the Anti-Bribery Management System to fulfill and comply with the Malaysian Anti-Corruption Commission (“MACC”) Act.

11. To ensure there is co-ordination between internal and external
12. To review and provide advice on whether the financial statements taken as a whole provide a true and fair view of the Group’s financial position and performance.
13. To oversee financial reporting and ensure disclosure in the financial statements and annual reports of the Group are in line with the principles of applicable accounting standards, Bursa Securities’ ACE LR, the MCCG, other applicable laws, rules, directives and guidelines.
14. In relation to risk management, the functions of ARMC shall include:-
    1. Review, assess, formulate and recommend risk management strategies, framework, policies, processes, tolerance and risk appetite limits to the Board;
    2. Monitoring of the Group’s risk exposures to ensure implementation of and compliance with approved risk policies and processes of the Group, and to ensure that significant risks identified are being responded to appropriately;

• Review status of management action(s) in mitigating significant risks identified;

1. Review and assess the adequacy and effectiveness of the risk management structure, approved risk policies, processes, and support system and to recommend such changes as may be deemed necessary to the Board;
2. Review and assess the risks associated with all proposed strategic transactions of the Group and report the same to the Board for its deliberation of the transaction;
3. To coordinate the activities of the internal audit function of the Group in relation to the review of risk management activities and to ensure significant business risks are adequately managed by the Group to ensure internal audits are carried out in accordance with approved framework and plan;

• To review the adequacy and integrity, including effectiveness, of risk management and internal control systems/ framework, management information system, and the internal auditors’ and/ or external auditors’ evaluation of the said systems;
• To ensure adequate infrastructure, resources and systems are in place for risk management, i.e. ensure that the staff responsible for implementing risk management systems perform those duties independently of the Group’s risk originating activities;

1. To review the impact of risk on capital adequacy and profitability under normal and stress scenarios;
2. To assess the adequacy of the business recovery/ disaster recovery
3. Identify Corporate Liability risks including specific bribery risks, corruption risks and compliance risks with the MACC Act.

• Monitor the Risk Control Measures for Corporate Liabilities Risks
• Review the operational effectiveness and efficiency in protecting the Group from bribery risks and ensure legal and regulatory compliance.

15. In relation to sustainability management, the functions of ARMC shall include:-
    1. Oversee the establishment and activities of the Sustainability Risk Management Committee (“SRMC”) and the implementation of the sustainability strategy(s) approved by the Board and to report the review results and recommendations to the Board for decision;
    2. Review the process and results of sustainability matters including identification, assessment and management conducted by SRMC and to report the review results and recommendations to the Board for decision;

• Conduct periodic review of the material sustainability matters of the Group (at least on an annual basis or more often where circumstances require) and determine the adequacy of the response and the current status of the material sustainability matters and reporting the review results and recommendations to the Board for decision;

1. Review the need to conduct full sustainability review by SRMC and recommend to the Board for decision;
2. Conduct periodical review of the adequacy and effectiveness of the Group’s sustainability governance structure and process to identify, assess and manage sustainability matters and reporting the review results and recommendations to the Board for decision;
3. Oversee the identification of the material sustainability matters indicator and establishment of the target and the review of sustainability disclosures as required by laws and/or rules, and recommending them for the Board’s approval; and

• Direct the internal and external assurance function of the Group in relation to sustainability management and ensuring the adequacy of the resources and competency of the assurance functions.

16. To carry out any other matters, as may be defined and directed by the Board from time to time, including amongst others, the following:
    1. to review procedures in place to ensure that the Group is in compliance with the relevant acts and ACE LR and other legislative and reporting requirements;
    2. to obtain updates from the Group’s management and its legal counsel regarding regulatory compliance matters;

• to consider any material breaches or exposure to breaches of regulatory requirements, including the Group’s Anti-Bribery and Corruption Policy.

1. to review all prospective financial information provided to the regulators and/or to the public; and
2. to report promptly to Bursa Securities and/or to the Securities Commission Malaysia (“SC”) on any matter reported to the Board, which has not been satisfactorily resolved resulting in the breach of the ACE LR, rules and guidelines issued by Bursa Securities and/or the SC.
3. In relation to the ARMC report, the functions of ARMC shall include:-
   1. To ensure that an ARMC report is prepared at the end of each financial year that complies with subparagraphs (ii) and (iii) below.
   2. To ensure that the ARMC report is set out in the Annual Report of the

• To ensure that the ARMC report includes the following:-
  1. the composition of the ARMC, including the name, designation (indicating the Chairman) and directorship of the members (indicating whether the directors are independent or otherwise);
  2. the number of ARMC meetings held during the financial year and details of attendance of each ARMC member;
  3. a summary of the work of the ARMC in the discharge of its functions and duties for that financial year of the Company and how it has met its responsibilities;
  4. a summary of the work of the internal audit function; and
  5. a summary of any conflict of interest or potential conflict of interest situation reviewed by the audit committee pursuant to Rule 15.12(1)(h) of the ACE LR (excluding a related party transaction), and the measures taken to resolve, eliminate, or mitigate such conflicts.

The ARMC must, in accordance with a procedure to be determined by the Board and at the cost of the Company to:-

1. have the authority to investigate any matter or activity within its terms of reference;
2. have the resources which are required to perform its duties;
3. have full and unrestricted access to any information pertaining to the Company and Group;
4. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if any);
5. be able to obtain independent professional or other advice when needed and to secure the attendance of third parties with relevant experience and expertise if it considers this as necessary; and
6. be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of the other directors and employees of the Group, whenever deemed

1. The ARMC may meet together for the despatch of business, adjourn and subject to Clauses 145 to 147 of the Company’s Constitution, otherwise regulate their meetings as they think fit, provided that the ARMC shall meet at least four (4) times in a calendar year.
2. A member of the ARMC, may participate in a meeting of the ARMC by means of a conference telephone, electronic or any communication facilities which allows all persons participating in the meeting to hear each A participant shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly notwithstanding the fact that he is not physically present at the venue where the meeting is to be held. The meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.
3. Any member of the ARMC may at any time and the Secretary shall on such request summon a meeting of the Committee.
4. At least seven (7) days’ notice of a meeting of the ARMC shall be given to all ARMC members in writing at his last known address or other address given by him for the purpose.

The ARMC Members may meet on shorter notice and waive notice of any meetings as they deem necessary subject to the consent and agreement of all ARMC members.

The quorum necessary for the transaction of business shall be two (2) comprising of a majority of independent directors.

5. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote PROVIDED THAT where two (2) members form a quorum, the Chairman of the meeting at which only such a quorum is present, or at which only two members are competent to vote on the question at issue, shall not have a casting vote.
6. The external auditors may request a meeting if they consider that one is necessary and the Chairman upon such request will convene a meeting for the purpose.

The external auditors shall have the right to appear and be heard at any meetings of the ARMC.

The ARMC shall meet with the external auditors at least once a year and as and when deemed necessary without the presence of any executive Board member or management.

7. The Chief Financial Officer / Financial Controller / Finance Manager, the Head of Internal Audit shall normally attend meetings or be excluded at the discretion of the Chairman. The Chairman shall, where he/she deems appropriate, invite any other Board members, employees, third party professionals and/or any person(s) with the relevant experience and expertise to attend any meetings of the ARMC.
8. The ARMC shall cause minutes to be duly entered into books provided for the purposes:-
   1. of the names of all ARMC members and other participants at each meeting of the ARMC;
   2. of all resolutions and proceedings of ARMC meetings; and
   3. of all orders, recommendations and reports made by the

Such minutes shall be signed by the Chairman at which the proceedings were held or by the Chairman of the next succeeding meeting, and if so signed, shall be conclusive evidence without any further proof of the facts therein stated.

9. The books containing the Minutes of proceedings of the ARMC shall be kept by the Company at the Registered Office of the Company subject to the provisions of the Companies Act 2016, relating to the keeping of Minutes of the Board of Directors and any Committee of the Board of Directors.
10. Any relevant proposals requiring substantive action by the Board should be submitted promptly in writing, providing board members ample time to review and consider the

1. The ARMC shall make available to the new members of the ARMC a suitable induction/introduction process.
2. Where the ARMC is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the ACE LR, the ARMC must promptly report such matter to Bursa Securities and/or Securities Commission Malaysia.
3. During its decision making, the ARMC shall take into account any relevant legal or regulatory requirements, best practice guidance and the risk and reputation of the Group in respect to its