Affin Bank Berhad | Annual Report 2020

GROUP BOARD AUDIT COMMITTEE REPORT TERMS OF REFERENCE GBAC is established as a Committee of the Board of Directors. The primary objectives of GBAC are to:- a. Establish the framework for and oversee the audit function of AFFIN Bank Group; b. Provide assistance to the Board in fulfilling its statutory and fiduciary responsibilities in ensuring that good Corporate Governance, system of internal controls, codes of conduct and compliance with regulatory and statutory requirements are maintained by the AFFIN Bank Group; c. Implement and support the function of the Board by reinforcing the independence and objectivity of the Group Internal Audit (GIA); and d. Ensure that Internal and External Audit functions are properly conducted and audit recommendations are implemented timely and effectively. 01. OBJECTIVE a. GBAC shall have at least three (3) members of whom all must be Non-Executive Directors with a majority of them being Independent Directors. The Chairman of the Committee shall be an Independent, Non-Executive Director. No Alternate Director shall be appointed to the GBAC; b. At least one (1) member of the Committee must be a qualified accountant; c. The members shall collectively possess sufficient knowledge of audit, finance, specific industry knowledge, IT, law, governance, risk and control. Since the responsibilities of the audit committee evolve in response to regulatory, economic and reporting developments, it is important to periodically re-evaluate member’s competencies and the overall balance of skills on the committee in response to emerging needs; d. GBAC members and the Chairman shall be appointed by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee; e. The Board shall review the GBAC Charter, Terms of Reference and performance of the GBAC and each of its members at least once every three (3) years to determine whether the GBAC has carried out its duties in accordance with its Terms of Reference; f. If a member of the Committee resigns or for any reason ceases to be a member of the GBAC resulting in non-compliance with the requirements, then the Board shall, within three (3) months of the events, appoint such number of new members as required; g. The GBAC shall have no executive powers; and h. The composition of AFFIN Bank Group’s GBAC complies with Paragraph 15.09 of the Main Market Listing Requirements of Bursa Malaysia, at all times throughout the year 2020 and as at the date of this report. 02. COMPOSITION AND APPOINTMENT The quorum for a meeting of the Committee shall be two thirds (2/3) of the Committee with the majority present being Independent, Non-Executive Directors. If the Chairman is unable to attend any meeting, any other Independent, Non-Executive member present shall act as Chairman. All resolutions of the Committee shall be adopted by a simple majority vote, each member having one (1) vote. In case of equality of votes, the Chairman shall have a second or casting vote. 03. QUORUM 209 AFFIN BANK BERHAD 197501003274 (25046-T) | ANNUAL REPORT 2020