Audit Committee Report

Membership

The Audit Committee currently comprises the following members:

Chairman :	Brigadier General (R) Dato' Yahya bin Yusof
	Independent / Non-Executive
Members :	Dato' Mohamed Nizam bin Abdul Razak
	Independent / Non-Executive
	Dato' N. Sadasivan a/l N.N. Pillay
	Independent / Non-Executive
	Razman Hafidz bin Abu Zarim
	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:-

	a.	must be a member of the Malaysian Institute of Accountants (MIA); or
	b.	has at least three years' working experience and

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

	c.	fulfills such other requirements as prescribed by Bursa Malaysia Securities Berhad.

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 the 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:

	a.	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; and
	b.	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:

	a.	With the external auditors, their audit plans;
	b.	With the external auditors, their evaluation of the systems of internal controls;
	c.	With the external auditors, their audit reports;
	d.	The assistance given by the employees of the Company to the external auditors;
	e.	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;
	f.	The internal audit programme, processes, the results of the internal audit programme, processes or investigations undertaken and whether or not appropriate actions are taken on the recommendations of the internal audit function;
	g.	The quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing particularly on:

		i	Changes in implementation of major accounting policy changes;
		ii	Significant and unusual events; and
		iii	Compliance with accounting standards and legal requirements;

	h.	Any related party transactions that may arise within the Company or the Group;
	i.	Any letter of resignation from the external auditors of the Company; and
	j.	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:

	a.	Have authority to investigate any matter within its terms of reference;
	b.	Have the resources which are required to perform its duties;
	c.	Have full and unrestricted access to any information pertaining to the Group and the Company;
	d.	Have direct communication channels with the external auditors and person(s) carrying out the internal function activity;
	e.	Be able to obtain professional or other advice; and
	f.	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, the Committee during the year ended 31 December 2004:

	a.	reviewed the audit plans of the Company and the Group which were prepared by both the external and internal auditors;
	b.	reviewed the audit reports of the Company and the Group prepared by the external and internal auditors, the major findings by the auditors and the management's responses thereto;
	c.	reviewed the quarterly and annual reports of the Company and the Group and thereafter submitting them to the Board for consideration and approval;
	d.	reviewed the findings of investigations conducted during the year and the management's responses thereto;
	e.	reviewed the related party transactions; and
	f.	considered and recommended to the Board for approval the audit fees payable to the internal and external auditors.

6.	Meetings and Minutes
	Audit Committee meetings are held not fewer than four times a year and the Internal Auditors 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 the said reports are circulated.
7.	Members Record of Attendance during the year ended 31 December 2004

Name of Directors	Number of Meetings Attended
Brigadier General (R) Dato' Yahya bin Yusof (Chairman)	5/5
Dato' Mohamed Nizam bin Abdul Razak	5/5
Dato' N. Sadasivan a/l N.N. Pillay	1/1*
Razman Hafidz bin Abu Zarim	-**
Chan Wai Ming	2/3***

* There was one (1) Audit Committee Meeting held since his appointment on 13 August 2004.

** He was appointed after the financial year ended 31 December 2004, on 1 March 2005.

*** There were three (3) Audit Committee Meetings held before his retirement on 22 April 2004.