Brig. Gen (R) Dato' Yahya Bin Yusof, Independent/ Non-Executive
Mohamed Nizam bin Abdul Razak, Independent/ Non-Executive
Tan Teow Choon, Non-Independent/ Executive
Chan Wai Ming, Non-Independent/ Non-Executive

TERMS OF REFERENCE:

1) Terms of Membership

An independent Audit Committee exists to implement and support the functions of the Board. The Audit Committee is appointed by the Board of Directors from amongst the Directors of the Company and consists of at least three members, the majority of whom must be independent directors and at least one member of the committee must be a member of the Malaysian Institute of Accountants (MIA) or has at least three years' working experience and

i. has passed the examinations specified in Part I of the 1 st Schedule of the Accountants Act 1967; or ii. is a member of one of the associations of accountants specified in Part II of the 1 st Schedule of the Accountant Act 1967.

No alternate Director has been appointed as a member of the Audit Committee. The Chairman of the Audit Committee is elected among the members and is an Independent Director.

If a member of the Audit Committee resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced to below three, the Board of Directors shall, within three months of that event, appoint such number of new members as may be required to make up the minimum number of three members.

The terms of office and performance of the Audit Committee shall be reviewed by the Board of Directors at least once every three years to determine whether such Audit Committee and members have carried out their duties in accordance with their terms of reference.

2) Objectives

The primary objectives of the Audit Committee are:

1. To assist the Board in discharging its responsibilities relating to the Group and the Company 's management of principal risks, internal controls, financial reporting and compliance of statutory and legal requirements.
   
   
2. To maintain through regularly scheduled meetings, a line of communication between the Board of Directors, senior management, internal auditors and external auditors.

3) Duties and Responsibilities

The duties and responsibilities of the Audit Committee shall be to review:

1. With the external auditors, their audit plans;
   
   
2. With the external auditors, their evaluation of the systems of internal controls;
   
   
3. With the external auditors, their audit reports;
   
   
4. The assistance given by the employees of the company to the external auditor
   
   
5. The adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority to carry out its work;
   
   
6. The internal audit programme, processes, the results of the internal audit programme, processes or investigations
   undertaken and whether or not appropriate actions is taken of the recommendations of the internal audit function;
   
   
7. The quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing
   particularly on:
   a. Changes in implementation of major accounting policy changes;
   b. Significant and unusual events; and
   c. Compliance with accounting standards and legal requirements;
   
   

8. Any related party transactions that may arise within the Company or the Group;

9. Any letter of resignation from the external auditors of the Company; and

10. To consider the nomination of a person or persons as auditors together with such other functions as may be
    agreed by the Audit Committee and the Board of Directors.

4) Authority

The Audit Committee shall:

1. Have authority to investigate any matter 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 Group and the Company;
   
   
4. Have direct communication channels with the external auditors and person( s) carrying out the internal function
   activity;
   
   
5. Be able to obtain professional or other advice; and
   
   
6. Be able to convene meetings with the external auditors, excluding the attendance of the executive members of
   the Audit Committee, whenever deemed necessary.
   

5) Activities of the Audit Committee

In line with the terms of reference of the Committee, the following activities were carried out by the Committee during the year ended 31 December 2002 in the discharge of its functions and duties:

a. review of the audit plans and audit fees of the Company and the Group for the year which were prepared by both the external and internal auditors;

b. review of the audit reports for the Company and the Group prepared by the external and internal auditors, considered the major findings by the auditors and management's responses thereto;

c. review of the quarterly and annual reports of the Company and the Group and thereafter submitting them to the Board for consideration and approval;

d. review of findings of investigations conducted during the year and management's responses thereto;

e. consider and recommend to the Board for approval the audit fees payable to the external auditor.

6) Meetings and minutes

Audit Committee meetings are held not fewer than four times a year and the Internal Audit Manager and External Auditors will attend the meetings. Other members of the Board may attend the meetings upon the invitation of the Committee. At least once a year, the Committee shall meet the external auditors without any executive directors present. To form a quorum, a majority of members present must be independent directors. Minutes of each meeting shall be kept and distributed to each member of the Committee. The Chairman of the Committee shall report on each meeting to the Board. The Secretary to the Committee shall be the Company Secretary. Detailed audit reports by the internal auditor and the respective management responses are circulated to the members of the Committee before each meeting of the Committee at which tha said reports are circulated.