52
ASIAMEDIAGROUPBERHAD
(813137-V)
B. Termsof ReferenceofAudit Committee
(Cont’d)
CompositionandSize
(Cont’d)
TheBoardofDirectorsmustensure thatnoAlternateDirector isappointedasacommitteemember.
In the event of any vacancy in the committee resulting in the non-compliance of the Listing
Requirements pertaining to composition of Audit Committee, theBoard of Directorsmust fill the
vacancywithin 3months of the occurrenceof that event.
The Board of Directors should assess the effectiveness of theAudit Committee and each of its
members at least onceevery 3 years todeterminewhether such committeeandmembers have
carried out their duties in accordancewith their Terms of Reference.
Authority
TheAudit Committee shall, in accordancewith a procedure to be determined by theBoard and
at the expenseof theCompany:-
(a) Be authorised to investigate any activitywithin its terms of reference;
(b) Have direct communication channel with both the external and internal auditors aswell as
employees of theGroup;
(c) Have full andunrestrictedaccess toany informationpertaining to theCompanyor theGroup;
(d) Obtain outside legal or other independent professional advice and secure the attendance
of outsiderswith relevant experience andexpertise if it deems necessary;
(e) Beable toconvenemeetingswith theexternalauditors, the internalauditorsorboth,excluding
the attendance of other directors andmanagement, if necessary; and
(f) Be able tomake relevant reportswhen necessary to the relevant authorities if a breach of
theBursaSecuritiesMainMarket ListingRequirements occurs.
ResponsibilitiesandHow theCommitteeWorks
TheAudit Committee shall review and report to theBoard on the following keymatters:
(a) Toassess the risks and control environment;
(b) To review conflict of interest situations and related party transactions;
(c) To review the quarterly results and year end financial statements, prior to the approval of
theBoard; and
(d) To review theappointment, resignation, conduct andaudit planswith theexternal auditors.
Audit CommitteeReport
(Cont’d)
