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1. Importance of board committee

1.1. Reduces board workload and improve focus on other issues

1.2. Creates structures that can use inherent expertise to improve decisions in key areas

1.3. Communicates to shareholders

1.4. Increase in shareholder confidence

1.5. Communicates to stakeholders

1.6. Satisfy requirements of the governance requirements

1.7. Aid and Extend Capacity of the Board, not a substitute for It.

1.8. Seek board approval for the decisions made

1.9. Act according to the agreed written Charter

1.10. Records of the Attendance, Minutes of Meetings and Voting

2. Recommended Committees

2.1. Audit Committee

2.1.1. Principle 5: Uphold Integrity In Financial Reporting

2.1.2. Para 15.12 of Listing Requirements

2.2. Nominating Committee

2.2.1. PRINCIPLE 2: Strengthen Composition

2.2.2. Best Practice AAIX and AAX of the Malaysian Code on Corporate Governance (function)

2.3. Remuneration Committee

2.3.1. PRINCIPLE 2: Strenghten Composition

3. Duties

3.1. Audit Committee

3.1.1. Ensure integrity of financial information

3.1.2. Increase the emphasis on risk and control

3.1.3. Give directors more insight in the company accounting and control system

3.1.4. Increase directors understanding in external and internal audit

3.1.5. Improve communication between board and external auditor

3.1.6. Improve quality of financial reporting

3.1.7. Create forum for the chief financial officer

3.1.8. Strengthen the internal audit function

3.1.9. Review Audit Findings and Recommendations

3.1.10. Oversee Internal Control Structure to ensure Operational effectiveness and protect company assets and ensure that Internal Audit is adequately resourced to undertake the activity independently & objectively.

3.2. Nominating Commitee

3.2.1. Assessing and recommend to the board candidate for key post, Chairman, director, CEO

3.2.2. Appointment of directors to board commitee

3.2.3. Review board's succession plans and identify talent pool

3.2.4. Facilitate board induction, training program and annual evaluation

3.2.5. Establish policy formalising its approach to board room diversity

3.3. Remuneration Committee

3.3.1. Determine the compensation and benefits of director and executive

3.3.2. Setting compensation plans