Overview

Terms of Reference of The Board Audit Committee

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INTRODUCTION

The Board Audit Committee (“BAC”) is one of the Board Committee established by Board of Directors (“Board”) of KPS Berhad to oversee the KPS Group’s governance matters.

PURPOSE

Assist the Board in the effective discharge of its fiduciary responsibilities for:

  • Corporate governance
  • Timely and accurate financial reporting
  • Development of sound internal controls

SCOPE

Membership

  • Appointed by the Directors amongst the Directors of the Company.
  • Comprise no fewer than 3 Directors.
  • Members of the BAC must be Non-Executive Directors of which the majority of whom shall be Independent Non-Executive Directors of the Company.
  • At least 1 member must be:
    • A member of the Malaysian Institute of Accountant, or
    • Have the relevant qualifications and experience as specified in the Listing Requirements of Bursa Malaysia Securities Berhad.

Responsibilities:

  • Report to the Board on the nature and extent of the functions performed by it and may make such recommendations to the Board on any audit and financial reporting matters as it may deem fit.
  • If the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa Malaysia Berhad (“Bursa Malaysia”), the Committee has the responsibility for reporting such matters to the relevant authority/authorities. The BAC shall have the discretion to undertake such action independently from the Board.

Authority:

  • The BAC is fully authorised by the Board of Directors to independently investigate without interference from any party any activity within its Term of Reference. It shall have:
    • Full and unrestricted access to any information pertaining to the Company and the Group;
    • Direct communication channels with both the External Auditors and Internal Auditors;
    • Full access to any employee or member of the management; and
    • The resources, which are required to perform its duties.

ASPECTS

  • Membership
  • Responsibilities
  • Authority