| ANNUAL REPORT 2015
70
The Board of Directors of Bonia Corporation Berhad (Board) is pleased to present the Report of the Audit & Risk Management
Committee (ARC) for the FY2015.
MEMBERS AND MEETINGS
The ARC is composed entirely of Independent Directors. During the FY2015, the ARC met 4 times, with the following record of
attendance:
No. of Meetings Attended
Chairman:
Datuk Ng Peng Hong @ Ng Peng Hay
Senior Independent Non-Executive Director
4/4
Members:
Chong Sai Sin
Independent Non-Executive Director
(A member of the Malaysian Institute of Accountants)
4/4
Dato’ Shahbudin Bin Imam Mohamad
Independent Non-Executive Director
4/4
Other Directors, senior or middle management may attend the committee meetings upon the invitation by the ARC. 2 private
discussions with the External Auditors without the presence of the Executive Directors and management were held in the FY2015.
AUDIT & RISK MANAGEMENT COMMITTEE CHARTER
1.0 Membership
1.1 The Audit & Risk Management Committee (“ARC”) shall be appointed by the Board of Directors of Bonia Corporation
Berhad from amongst the non-executive directors and shall consist of not less than three (3) members, with a majority of
them being independent Directors and at least one (1) member of the ARC:-
i.
shall be a member of the Malaysian Institute of Accountants; or
ii.
if he is not a member of the Malaysian Institute of Accountants, themember shall have at least three (3) years’working
experience and:
a.
shall have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
b.
shall be a member of one of the associations of accountants specified in Part II of the First Schedule of the
Accountants Act 1967; or
iii. fulfils such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad from time to time.
1.2 No alternate Director shall be appointed as a member of the ARC.
1.3 The members of the ARC shall elect a Chairman from among their numbers, and who shall be an independent Director.
1.4 The Board shall review the term of office and performance of the ARC and each of its members at least once every three
(3) years to determine whether the ARC and its members have carried out their duties in accordance with their ARC
Charter.
2.0 Meeting Guidelines
2.1 The ARC shall meet at least four (4) times a year, and meetings may be convened with the external auditors, internal
auditors or both, excluding the attendance of other directors and employees of the Group, whenever deemed necessary.
Both the internal and external auditors may also request a meeting if they consider that one is necessary.
2.2 A quorum consists of two members present and a majority of whom must be independent Directors.
2.3 Themeeting and proceedings of the ARC shall be governed by the provisions of the Articles of Association of the Company
regulating the meetings and proceedings of the Board so far as the same are applicable.
2.4 The Chairman of the ARC shall report on key issues discussed at each meeting to the Board, and the minutes of the ARC
meeting shall be made available to all Board members.
2.5 Decision of the ARC may be made by a Circular Resolution inWriting, provided it is signed by a majority of the committee
members.
REPORT OF THE AUDIT
& RISK MANAGEMENT COMMITTEE
