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Terms of Reference
The Audit and Risk Management Committee shall have at least three members. All the members must be non-executive independent directors and financially literate and are able to understand matters under the purview of the Audit and Risk Management Committee including the financial reporting process (Practices 8.4, 8.5 and 9.3, MCCG 2017). The chairperson of the Audit and Risk Management Committee shall be an independent non-executive director and who is not the Chairman of the Board. (Practice 8.1, MCCG 2017). A former key audit partner is to observe a cooling-off period of at least two years before being appointed as a member of the Audit and Risk Management Committee (Practice 8.2, MCCG 2017).

At least one member of the Audit and Risk Management Committee must meet the criteria set by the Listing Requirements (Paragraph 15.09(1) (c)).

The Audit and Risk Management Committee members and the chairperson shall be appointed by the Board based on the recommendations of the Nominating Committee. No alternate directors shall be appointed to the Audit and Risk Management Committee.

If a member of the Audit and Risk Management Committee resigns, dies or for any reason ceases to be a member resulting in non-compliance with the above paragraphs, the Board shall, within three months of that event, appoint such number of new members as may be required.

The Audit and Risk Management Committee shall have no executive powers.