General Announcement

Reference No CU-080227-56011

 

 

Subject

:

Change of Terms of Reference of Audit Committee

Contents :

In compliance with the recent amendments to the Listing Requirements of Bursa Malaysia Securities Berhad in relation to Corporate Governance and other areas, the Board of Directors of Dominant Enterprise Berhad wishes to announce on the new Terms of Reference of the Audit Committee as follows :

1. Authority

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 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 this necessary; and
(f) Convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary at least once a year.


2. Duties

The duties of the Committee shall be to review the following and report the same to the Board:

(a) Any matters concerning the appointment and dismissal of the external auditor and the audit fee;
(b) The nature and scope of the audit by the external auditors before commencement;
(c) The external auditors’ audit report, areas of concern arising from the audit and any other matters the external auditors may wish to discuss (in the absence 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 implementation of major accounting policy changes;
§ Significant and unusual events; and
§ Compliance with accounting standards and legal requirements;
(e) The external auditor’s management letter and management’s response;
(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;
(h) Findings of internal audit work and management’s response;
(i) Any evaluations on internal controls by auditors;
(j) Extent of cooperation and assistance given by the employees;
(k) The propriety of any related party transactions and conflict of interest situations that may arise within the Company or the Group; and
(l) Any other matter as directed by the Board.


3. Overseeing the Internal Audit Function

(a) The Committee shall oversee all internal audit functions and is authorised to commission investigations to be conducted by internal audit as it deems fit;
(b) The internal auditor shall report directly to the Committee and shall have direct access to the Chairman of the committee; and
(c) All proposals by management regarding the appointment, transfer or dismissal of the internal auditor shall require the prior approval of the Committee.


4. Quorum for meetings

The quorum shall be formed only if there is a majority of members present at the meeting who are independent directors


5. Attendance at meetings

(a) The Chief Executive Officer, the Chief Financial Officer, the Company Secretary and the Head of Internal Audit shall normally attend meetings but may be asked to leave a meeting as and when deemed necessary by the Committee;
(b) A representative of the external auditors shall attend the meeting to consider the final audited financial statement and such other meetings determined by the Committee; and
(c) Non-member directors shall not attend unless specifically invited to by the Committee.


6. Frequency of Meetings

The Chairman shall call for meetings, to be held not less than four times a year. The external auditors may request a meeting
if they consider one necessary


7. Reporting Procedures

(a) The Company Secretary shall be the Secretary of the Committee. He shall record attendance of all members and invitees and take minutes to record the proceedings of every meeting of the Committee. All minutes of meetings shall be circulated to every member of the Board;
(b) The Committee shall prepare an annual report to the Board that provides a summary of the activities of the Committee for inclusion in the Company’s annual report;
(c) The Committee shall assist the Board in preparing the following for publication in the Company’s annual report :

(i) Statement on the Company’s application of the principles set out in Part 1 of the Malaysian Code on Corporate Governance;
(ii) Statement on the extent of compliance with the Best Practices in Corporate Governance set out in Part 2 of the Malaysian Code on Corporate Governance, specifying reasons for any areas of non-compliance (if any) and the alternatives adopted in such areas;
(iii) Statement on the Board’s responsibility for preparing the annual audited financial statements;
(iv) Statement about the state of internal control of the Group; and
(v) Statement on Internal Audit function to disclose whether the Internal Audit function is performed in-house or outsourced and the cost incurred for the Internal Audit function in respect of the financial year.

(d) The Committee may report any breaches of the Listing Requirements, which have not been satisfactorily resolved, to the Bursa Malaysia Securities Berhad.


This Announcement is dated 27 February 2008