UOA ASSET MANAGEMENT SDN. BHD. (Company No. 692639-U)
(Manager for UOA Real Estate Investment Trust)
Audit And Risk Management Committee
|TERMS OF REFERENCE
|The Audit and Risk Management Committee (ARMC) is a committee of the Board of Directors
The ARMC shall be appointed by the Board from amongst its directors and shall comprise at least three (3) members who must be non-executive directors and financially literate, the majority of whom shall be independent directors. At least one (1) member of the ARMC:-
No alternate Director shall be appointed as a member of the ARMC.
|The ARMC is responsible for reviewing reports from both internal and external auditors to validate scope, evaluate existing policies, establish audit quality and ensure compliance with the Group’s policies. The ARMC will also be responsible for ensuring that proper processes and procedures are in place to comply with all laws, rules and regulations, directives and guidelines established by the relevant regulatory bodies.
Specific responsibilities include, to:-
Review the Group’s quarterly results and year-end financial statements before submission the Board, focusing particularly on:
Review with the external auditors on the following and report the same to the Board:
Review the following and report the same to the Board:-
Carry out any other function that may be mutually agreed upon by the ARMC and the Board.
The ARMC shall have the authority to:-
Convene meeting with the external auditors, the internal auditors or both excluding the attendance of other directors and employees of the Group, whenever deemed necessary and such meetings with the external auditors shall be held at least twice a year.
Obtain external professional advice or other advice and invite persons with relevant experience to attend its meetings, if necessary.
Investigate any matter within its terms of reference, have the resources which it needs to do so, full and unrestricted access to information pertaining to the Group and the Management, and all employees of the Group are required to comply with requests made by the ARMC.
Have direct communication channels with the external auditors and internal auditors, and also to engage the senior management on a continuous basis such as the chairman, the chief executive officer and the chief financial officer in order to be kept informed of matters affecting the Group.
The ARMC shall meet at least four (4) times each year and at such time(s)
as it deems necessary to fulfill its responsibilities, review with management
the quarterly and financial year end statements prior to submission to full
Board for approval.
The Quorum for the ARMC shall be two (2), the majority of members present must be independent directors.
Each member of the ARMC is entitled to one (1) vote in deciding the matters deliberated in the meeting.
The decision that gained the majority votes shall be the decision of the ARMC. In the event of an equally of votes, the Chairman of the ARMC shall be entitled to a second or casting vote.
Communication to the Board
The ARMC may from time to time submit to the Board its recommendation
on matters within its purview, for the Board’s decision.
Where the ARMC is of the view that a matter reported by it to the Board has not been satisfactorily resolved by the full Board resulting in a breach of the Listing Requirements, the ARMC must promptly report such a matter to the Securities Commission.
The Secretary of the ARMC shall be such persons as appointed by the
The Secretary shall be responsible for preparation of agenda in consultation with the Chairman, and distribution to all the members the papers to be deliberated at the meeting.