AUDIT COMMITTEE REPORT The Malaysian Code on Corporate Governance and the Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Malaysia) specify that an Audit Committee shall be established by the Board of Directors from amongst their numbers via a Directors’ resolution. The requirements include the following: 1. The Audit Committee shall comprise no fewer than 3 members; 2. A majority of the Audit Committee shall be independent directors; 3. At least one member must also fulfill the following additional requirements; a. Must be a member of the Malaysian Institute of Accountants (“MIA”); or b. If not a member of MIA, must have at least 3 years working experience and i. must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967; or ii. must be a member of one of the associations of accountants specified in Part 11 of the 1st Scheduled of the Accountants Act 1967; or c. Fulfills such other requirements as prescribed by exchange. The members of the Audit Committee shall elect from amongst themselves a Chairman who is an independent non-executive director. Members of the Audit Committee including the Chairman shall only hold office as long as they serve as Directors of the Company. An alternate Director shall not be appointed as a member of the Audit Committee. Any member of the Audit Committee, which relinquish his membership with prior written notice to the Company Secretary and may continue to serve as a Director of the Company. Any vacancy in the Audit Committee, which results in a contravention of the Bursa Malaysia’s Listing rules on composition of the Audit Committee, must be filled within three months. The Nomination Committee will review and recommend to the Board, another director to fill the vacancy. OBJECTIVES The Audit Committee was established by the Board to: 1. provide assurance to the shareholders that the directors of the Company have complied with specified financial standards and required disclosure policies developed and administered by the Bursa Malaysia and other approved accounting standards/regulatory authorities. 2. reinforce the independence of the auditors, ensuring that they are given free rein in the audit process and a line of communication and forum for discussion that is independent of Management. 3. ensure consistency with Bursa Malaysia’s commitments to encourage high standards of corporate transparency and disclosure with the Malaysian Code on Corporate Governance. 4. endeavour to adopt certain practices to maintain standards of corporate responsibility, integrity and accountability to all the Company’s shareholders. ANNUAL REPORT 2005 Park May Berhad’s Company Secretary shall be the Secretary of the Audit Committee. 11 Audit Committee Report MEMBERS, DETAILS OF MEETINGS AND ATTENDANCE The members of the Audit Committee in the twelve months of 31 December 2005, and their attendance at meetings were as follows: Name Designation 24/02/05 26/04/06 16/05/05 22/08/05 24/08/05 24/11/05 YBhg Datuk Sulaiman Daud Senior Independent (appointed w.e.f 23/10/01) Non-Executive Director En Zainal Abidin Jamal Independent (appointed w.e.f 23/10/01) Non-Executive Director Mr Chong Yoon Fatt Non-Independent (appointed w.e.f 23/04/03) Non-Executive Director Mr Chong Yoon Fatt, is a member of the Malaysian Institute of Accountants. PARTICULARS OF OTHER DIRECTORSHIPS YBhg Datuk Sulaiman Daud 1. Bank Pertanian Malaysia Berhad 2. Pharmaniaga Berhad 3. Axis System Holdings Ltd 4. Malaysia Packaging Industry Berhad 5. Ho Hup Construction Company Berhad En Zainal Abidin Jamal 1. Mentakab Rubber Company (Malaya) Berhad 2. Kesas Holding Berhad 3. Cement Industries of Malaysia Berhad 4. Island & Peninsular Berhad Mr Chong Yoon Fatt does not hold any other directorships of public companies. ANNUAL REPORT 2005 12 Audit Committee Report DUTIES AND RESPONSIBILITIES The duties and responsibilities of the Audit Committee include: • To oversee all matters relating to external audit, including the appointment, resignation or dismissal of the external auditor and the review of the audit plan, audit report, external auditor’s management letter and management responses. The committee also, in the absence of Management, where necessary, is to discuss problems and reservations on interim and final audit and other matters; • To oversee the Internal Audit Function, including the appointment, resignation or dismissal of internal auditors, the evaluation of internal control standards, assessing the scope and reviewing the performance of the internal audit function as well as considering major findings of internal investigations and the management response thereto; • To review the financial statements and standard of financial reporting, including changes to accounting policy, fundamental accounting principles and compliance with, inter-alia, approved accounting standards and the Bursa Malaysia’s Listing Requirements; • To review the assistance and cooperation rendered by the Company’s Officers to the external and internal auditors and to appraise the efficiency and effectiveness with which Company resources are employed; • To review the level of compliance to established policies and procedures and the various regulatory requirements; • To review any related party transactions or conflict of interests situation that may arise within the Company or the Group; and • To promptly notify the Bursa Malaysia of any such matters which may result in a breach of the listing requirements where such matters, in the committee’s opinion, have not been resolved by the Board of Directors. AUTHORITY The Audit Committee shall have the following authority as empowered by the Board of Directors: • Have the resources required to perform its duties; • Have full, free and unrestricted access to any information, records, properties and personnel of the Company and any other companies within the Group; • Have explicit authority to investigate any matter within its terms of reference; • Have direct communication channels with the external auditor and person(s) carrying out the internal audit function; • Have the right to obtain independent Professional or other advice and to invite outsiders with relevant experience to attend the Committee meetings (if required) and to brief the Committee thereof; • Be able to convene meetings with the external auditor and non executive Audit Committee members, whenever deemed necessary; ANNUAL REPORT 2005 • The attendance of any particular Audit Committee meeting by other Directors and Employees of the Company shall be at the Committee’s invitation and discretion and specific to the relevant meeting. 13 Audit Committee Report MEETINGS The Audit Committee shall meet at least four times in a financial year at the very minimum. Additional meetings may be called at any time at the discretion of the Chairman. A notice of meetings, agenda and papers are distributed to the Audit Committee members and other relevant representatives prior to the meetings. The meetings are attended by the Head of Internal Audit and the Managing Director. The Secretary of the Audit Committee (the Company Secretary) records the minutes of the proceedings. Representatives of the external auditors are invited to matters relating to the statutory accounts. Minutes of the meetings are distributed to the Audit Committee members and also the Board members. The Chairman of the Audit Committee, as a member of the Board shall report matters discussed at the Audit Committee meetings to the Board. The quorum for the Audit committee meeting is two, a majority of whom shall be independent. ACTIVITIES During the financial period, the Audit Committee undertook the following activities: 1. Reviewing the quarterly report on consolidated results; 2. Reviewing the external auditor’s management letter and management response; 3. Reviewing the status of compliance to the Malaysian Code on Corporate Governance and the Bursa Malaysia’s Listing Requirements; 4. Reviewing the scope of work, resources and annual audit plan of the internal audit; 5. Reviewing the audit and investigation reports issued by the internal audit, discussing the findings and recommendations with Management and ensuring timely resolution of all findings and recommendations; 6. Reviewing and deliberating the annual audited financial statements with the external auditors, submissions to the various regulatory authorities and circulars to shareholders including the general mandate on recurrent related party transactions; 7. Ensuring adequacy, objectivity and effectiveness of the internal audit function. The activities of the internal audit department which supports the Audit committee during the financial period were as follows: 1. Assessing the effectiveness of the system of internal control by performing comprehensive audits focusing on reinforcing and improving operational, financial and administrative systems and processes. These audits were performed with impartiality, proficiency and with the exercise of due professional care; 2. Reviewing compliance to internal and regulatory requirements, e.g. compliance to the Company’s Discretionary Authority Limits, the Malaysian Code on Corporate Governance and Bursa Malaysia’s Listing Requirements, rules of the Commercial Vehicles Licensing Board and the Occupational Health and Safety Act; 3. Tabling of the audit reports to the Audit Committee and follow up on the status of management’s action plans to rectify weaknesses identified; 4. Facilitating the development of the Board Policy Manual, the Risk Assessment and performance of the