Profile of the Board of Directors
      Board Charter
      Statement on Corporate Governance,
        Risk Management & Internal Control

      Audit Committee Report
      Nominating Committee Statement


Dato' Cheong Keap Tai
(Chairman/Independent Non-Executive Director)

Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman
(Member/Independent Non-Executive Director)

Dato' Ahmad Fuaad Bin Mohd Dahalan
(Member/Independent Non-Executive Director)

Primary Purposes
The Committee shall:-
1. Provide assistance to the Board of Directors ("Board") in fulfilling its fiduciary responsibilities relating to the corporate accounting and practices for YTL e-Solutions Berhad and its subsidiaries ("Group").
2. Assist to improve the Company and the Group's business efficiency, the quality of the accounting function, the system of internal controls and the audit function to strengthen the confidence of the public in the Company and the Group's reported results.
3. Maintain through regularly scheduled meetings, a direct line of communication between the Board and the external auditors as well as internal auditors.
4. Enhance the independence of both the external and internal auditors' function through active participation in the audit process.
5. Strengthen the role of the Independent Directors by giving them a greater depth of knowledge as to the operations of the Company and of the Group through their participation in the Committee.
6. Act upon the Board's request to investigate and report on any issues or concerns in regard to the management of the Company and the Group.
7. Review existing practices and recommend to Management to formalise an ethics code for all executives and members of the staff of the Company and the Group
8. Instil discipline and control to reduce incidence of fraud.
1. The Committee shall be appointed by the Board from amongst their number and shall comprise no fewer than three (3) members, all of whom must be non-executive directors, with a majority of them being Independent Directors.
2. At least one member of the Audit Committee:-
  (a) must be a member of the Malaysian Institute of Accountants; or
  (b) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years' working experience and:-
    (i) he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
    (ii) he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or
  (c) fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad ("Bursa Securities").
3. The Board must ensure that no alternate director is appointed as a member of the Audit Committee.
4. The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Director.
5. In the event of any vacancy in the Committee resulting in the non-compliance of sub-Rule 15.09(1) of the Bursa Securities ACE Market Listing Requirements ("ACE LR"), the Company must fill the vacancy within three (3) months.
The Committee shall in accordance with the procedure determined by the Board and at the cost of the Company:-
1. have explicit authority to investigate any matter within its terms of reference;
2. have the resources which are required to perform its duties;
3. have full and unrestricted access to any information pertaining to the Company and the Group;
4. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
5. be able to obtain independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary;
6. be able to convene meetings with the internal auditors without the presence of other directors and employees of the Company, whenever deemed necessary; and
7. to meet with the external auditors at least twice a year without the presence of the other directors and employees of the Company.
Functions And Duties
The Committee shall, amongst others, discharge the following functions:-
1. Financial Reporting
  (a) Review the quarterly financial results and annual financial statements, prior to its recommendation to the Board for approval, focusing particularly on:-
changes in or implementation of major accounting policies and practices;
significant and unusual events;
the accuracy and adequacy of the disclosure of information essential to a fair and full presentation of the financial affairs of the Company and the Group;
compliance with applicable approved accounting standards, other statutory and legal requirements and the going concern assumption.
2. External Audit
  (a) Review the audit plan, scope of audit and audit report with the external auditors;
  (b) Review with the external auditors their evaluation of the system of internal controls, during the course of their audit, including any significant suggestions for improvements and management's response;
  (c) Recommend the nomination of a person or persons as external auditors and the audit fee;
  (d) Review any letter of resignation from the external auditors of the Company;
  (e) Review whether there is reason (supported by grounds) to believe that the Company's external auditors are not suitable for re-appointment;
  (f) Review any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the external auditors.
3. Internal Audit
  (a) Review the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its work;
  (b) Review the internal audit programme, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
  (c) Review any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the internal auditors.
4. Related Party Transactions
  (a) Review any related party transaction and conflict of interest situation that may arise within the Company/Group and any related parties outside the Company/Group including any transaction, procedure or course of conduct that raises questions of management integrity.
5. Employees Share Option Scheme ("ESOS")
  (a) Verify allocation of share options to the eligible employees pursuant to the criteria set out in the By-Laws of the ESOS in accordance to the ACE LR.
6. Other Matters
  (a) Carry out any other function that may be mutually agreed upon by the Committee and the Board which would be beneficial to the Company/Group and ensure the effective discharge of the Committee's duties and responsibilities;
  (b) Promptly report to Bursa Securities on any matter reported by it to the Board of the Company which has not been satisfactorily resolved resulting in a breach of ACE LR.
1. To form a quorum in respect of a meeting of the Committee, the majority of members present must be Independent Directors.
2. The Committee shall meet at least five (5) times a year, although additional meetings may be called at any time at the discretion of the Chairman of the Committee. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend. All meetings to review the quarterly financial results and annual financial statements, shall be held prior to such quarterly financial results and annual financial statements being presented to the Board for approval.
3. Notwithstanding item 2 above, upon the request of any member of the Committee, the external auditors or the internal auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter which should be brought to the attention of the Directors or shareholders.
4. The external auditors and internal auditors have the right to appear and be heard at any meeting of the Committee and shall appear before the Committee when required to do so by the Committee.
5. The Committee may invite any Board member or any member of the Management within the Company/Group whom the Committee thinks fit to attend its meetings to assist in resolving and clarifying matters raised in audit reports.
6. The internal auditors shall be in attendance at meetings of the Committee to present and discuss the audit reports of findings and the recommendations relating thereto and to follow up on decisions made at these meetings.
7. The Committee may establish any regulations from time to time to govern its administration.
1. The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated.
2. Minutes of each meeting shall also be distributed to the members of the Committee prior to each meeting.
3. Detailed minutes of the Committee's meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the Committee.
4. The books containing the minutes of proceedings of any meeting of the Committee shall be kept by the Company at the registered office of the Company and shall be opened to the inspection of any member of the Committee or the Board.
The Secretary to the Committee shall be the Company Secretary.

In line with the terms of reference of the Committee, the following activities were carried out by the Committee during the financial year ended 30 June 2015 in discharging its functions:-
1. Financial Reporting
  (a) Reviewed the quarterly financial results and annual financial statements to ensure compliance with the ACE LR, Financial Reporting Standards and other statutory and regulatory requirements prior to its recommendation to the Board for approval.
2. External Audit
  (a) Reviewed the external auditors' scope of work and their audit plan and recommended the proposed audit fees to the Board for approval;
  (b) Reviewed with the external auditors on the findings of their audit, the audit report and internal control recommendations in respect of control weaknesses noted in the course of their audit.
3. Internal Audit
  (a) Reviewed the internal auditors' audit plan to ensure adequate scope and coverage of activities of the Company and the Group;
  (b) Reviewed with the internal auditors, the internal audit reports on their findings and recommendations and management's responses thereto and ensure that material findings are adequately addressed by management;
  (c) Reviewed the adequacy and competency of the internal audit function and the profiles of the internal auditors.
4. Related Party Transactions
  (a) Reviewed the recurrent related party transactions ("RRPT") of a revenue or trading nature within the Company/Group prior to its recommendation to the Board for approval for inclusion in the circular to the shareholders in relation to the proposed renewal of shareholder mandate and new shareholder mandate for RRPT.
5. Annual Report
  (a) Reviewed the Audit Committee Report and the Statement on Corporate Governance, Risk Management and Internal Control and recommended to the Board for approval prior to their inclusion in the Company's Annual Report.

The objective of the Internal Audit ("IA") is to help management evaluate the effectiveness and efficiency of the internal control systems. The IA is part of the Company and the Group's governance system, and according to the Malaysian Code of Corporate Governance, the IA is in charge of supervising internal control activities. IA's goal is to focus mainly on risk-based audits related to operations and compliance that are aligned with the risks of the Company and the Group to ensure that the relevant controls addressing those risks are reviewed.

The activities of the internal audit function during the year under review include:-
1. Developed the annual internal audit plan and proposed the plan to the Committee.
2. Conducted scheduled and special internal audit engagements, focusing primarily on the effectiveness of internal controls and recommended improvements where necessary.
3. Conducted follow-up reviews to assess if appropriate action has been taken to address issues highlighted in previous audit reports.
4. Presented significant audit findings and areas for improvements raised by the IA to the Committee for consideration on the recommended corrective measures together with the management's response.
5. Conducted recurrent related party transactions reviews to assess accuracy and completeness of reporting.
6. Conducted discussions with management in identifying significant concerns and risk areas perceived by management for inclusion in the internal audit plan.
Costs amounting to RM73,125 were incurred in relation to the internal audit function for the financial year ended 30 June 2015.

During the financial year, a total of five (5) Audit Committee Meetings were held and the details of attendance are as follows:-
  Dato' Cheong Keap Tai 5
  Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman 5
  Dato' Ahmad Fuaad Bin Mohd Dahalan 5


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