PanGlobal Berhad

Memberships

a) The Committee shall be appointed by the Board from among the Directors of the Company which fulfill the requirements as prescribed in the Listing Requirements of Kuala Lumpur Stock Exchange and shall consist of not less than three (3) members of whom the majority shall be independent directors of the Company.

b) The members of the Committee shall elect a Chairman from among their number who shall be an independent director.

c) The Company Secretary shall be the Secretary of the Committee.

d) In the event of any vacancy in the Committee resulting in non-compliance with the Listing Requirements of Kuala Lumpur Stock Exchange, the Board shall within three (3) months from the date of that event fill the vacancy.

a) Meetings shall be held at least four (4) times per financial year of the Company.

b) The external auditors may request a meeting if they consider that one is necessary.

c) The quorum for meetings is three (3), the majority of whom shall be independent directors and any decision shall be by a simple majority. The Chairman of the Committee shall not have a second or casting vote.

d) The Secretary of the Committee shall give notice of the meeting including the agenda together with the minutes of the last preceding meeting and all relevant documents there under to all members of the Committee no less than twenty-four (24) hours before the relevant meeting. The Secretary shall further record minutes of all meetings and maintain a record of all meetings held by the Committee. The Secretary shall circulate minutes of meeting of the Committee to all members of the Committee as soon as the same is available.

a) Authority to investigate any activity within its terms of reference and all employees shall be directed to co-operate as requested by the Committee, and at the cost of the Company:-

(i) have the resources which are required to perform its duties;

(ii) be able to obtain independent professional or other advice if it considers necessary;

(iii) have full and unrestricted access to any information pertaining to the Company and or Group;

(iv) have direct communication channels with external auditors and person(s) carrying out the internal audit function or activity; and

(v) be able to convene meeting(s) with external auditors, excluding the attendance of the executive members of the Committee whenever deemed necessary.

(b) Such other authority as may be delegated by the Board from time to time.

The functions of the Committee shall be:

(a) To review the following and report the same to the Board of Directors of the Company:

(i) with the external auditor, the audit plan;

(ii) with the external auditor, his evaluation of the system of internal accounting controls;

(iii) with the external auditor, his audit report;

(iv) the assistance given by the Company’s employees to the external auditors;

(v) 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;

(vi) the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendation of the internal audit functions;

(vii) the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing particularly on:

- changes in or implementation of major accounting policy changes;
- significant and unusual events; and
- compliance with accounting standards and other legal requirements;

(viii) any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises question of management integrity;

(x) whether there is reason (supported by grounds) to believe that the Company’s external auditor is not suitable for re-appointment;

(b) To recommend the nomination of a person or persons as external auditors; and