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terms of reference

AUDIT COMMITTEE TERMS OF REFERENCE

Composition of Audit Committee

  1. Mr Phong Hon Wai (Chairman)
    (Senior Independent Non-Executive Director)
  2. Ms Lim Lay Ching (Member)
    (Independent Non-Executive Director)
  3. Ms Siti Haliza Md Taib (Member)
    (Independent Non-Executive Director)

Terms of Reference of Audit Committee

Composition of the Committee

  1. The Committee shall be appointed by the Board of Directors from amongst its board members which fulfils the following requirements:-
    1. must compose of no fewer than three (3) members;
    2. must be non-executive director, with a majority of them being independent directors;
    3. at least one member of the audit committee:-
      1. must be a member of the Malaysian Institute of Accountants (“MIA”); or
      2. if he is not a member of the MIA, he must have at least three (3) years’ working experience and:-
        • he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
        • he must be a member of one of the associations of accountants specified in Part lI of the 1st Schedule of the Accountants Act 1967; or
      3. fulfils such other requirements as prescribed or approved by the Exchange.
    4. shall not comprise of any alternate director of the Company.
    5. any former key audit partner must have observed a cooling-off period of at least three(3) years before one is eligible for appointment as Audit Committee member
  2. In the event of any vacancy in an audit committee resulting in the non-compliance of the above, the Company must fill the vacancy within three (3) months.
  3. The Nominating Committee must review the term of office and performance of the Committee and each of its members annually to determine whether such Committee and members have carried out their duties in accordance with their terms of reference.

Duties and Responsibilities of the Committee

  1. The Committee shall discharge the following functions:-
    1. review the following and report the same to the Board of Directors:-
      1. with the external auditor:-
        1. the audit plan which comprises audit and non-audit services;
        2. his evaluation of the system of internal controls; and
        3. his audit report;
        4. audit approach, including coordination of audit efforts with internal auditors, and the assistance given by the employees of the Company to the external auditors;
        5. external auditors’ management letter and management’s response thereto; and
        6. any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the external auditors.
      2. with the internal auditors:-
        1. the adequacy of the scope, functions, competency and resources of the internal audit functions (which reports directly to the Committee) and that it has the necessary authority to carry out its work;
        2. the internal audit plan, processes, 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;
      3. review the appraisal or assessment of the performance of the Internal Audit (“IA”) function and performance of the Head of IA, who is appointed to be responsible for the regular review and/or appraisal of the effectiveness of the risk management, internal control and governance processes within the Group, and submit the outcome of performance assessment of the Head of IA to the Nominating Committee for determination of reward allocation.
      4. the quarterly results and year end financial statements, prior to the approval by the board of directors focusing particularly on:-
        1. changes in or implementation of major accounting policy changes;
        2. significant matters highlighted including financial reporting issues, significant judgment made by Management, significant and unusual events or transactions and how these matters are addressed;
        3. significant adjustments arising from the audit; and
        4. compliance with accounting standards and other legal requirements;
      5. the annual performance assessment, including suitability, objectivity and independence of the external auditors in accordance with the Auditor Independent Policy, which takes into consideration the following:-
        1. the competence, audit quality and resource capacity of external auditors in relation to the audit;
        2. written assurance from the external auditors confirming that they are and have been independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements, including the By-laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants.
      6. the Statement on Risk Management and Internal Control to be published in the Annual Report;
      7. any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity;
      8. any letter of resignation from the external auditors or suggestions for their dismissal;
      9. whether there is reason (supported by grounds) to believe that the Company’s external auditor is not suitable for re-appointment; and
      10. to review an new grants and the allocation of Employees’ Share Options (“ESOS”) for employees in accordance with the By-Law.
    2. recommend the appointment, re-appointment and removal of a person or persons as external auditors.
    3. report promptly to the Exchange where the Committee is of the view that a matter reported by it to the board of directors has not been satisfactorily resolved resulting in a breach of the Listing Requirements.
    4. handle matters related to the whistleblowing as follows:
      1. recommend the nomination of a person or persons as the members of Whistleblowing Committee (WBC);
      2. review the terms of reference, activities and complaints presented by the WBC and decide on the appointment of appropriate party to carry out an investigation for significant cases;
      3. report the investigation results/findings and recommend the actions to be taken to the Board of Directors.
    5. prepare Audit Committee Report annually concerning its activities in compliance with these terms and reference to be tabled to the Board and for inclusion in the Annual Report; and
    6. carry out any other function that may be mutually agreed upon by the AC and the Board
    7. require obtaining the approval of AC for non-audit services before the services are being rendered by the external auditors and its affiliates.

Rights of the Committee

  1. The Committee shall, in accordance with a procedure to be determined by the board of directors and at the cost of the Company,:-
    1. have 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;
    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;
    6. be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary and such meetings with the external auditors shall be held at least twice a year; and
    7. recommend to the Board of Directors any appropriate changes to the duties of the AC.

Procedure of Committee Meeting

The Chairman shall be elected by the Committee from among their members who shall be an independent director. The AC Chairman shall not be the Chairman of the Board.

If at any meeting the Chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, the members present shall choose one of their numbers, to act as the Chairman of the meeting.

The majority of members who must be the independent directors present at the meeting shall be a quorum.

The Head of Finance, the representatives from the internal and external auditors shall normally attend the meeting. Other directors and employees attend any particular audit committee meeting only at the Committee’s invitation, specific to the relevant meeting. The Committee may invite any person to be in attendance to assist in its deliberations.

The Company Secretary shall act as the secretary of the Committee during his/her term of appointment.

Any member may at any time and the Head of Finance and the Secretary shall on the requisition of any of the members or the external auditors summon a meeting.

The meetings may be conducted by means of telephone conference, video conference or any other form of audio or audio-visual instantaneous communication and the participation in the meeting pursuant to this provision shall constitute presence in person of such meeting.

Meetings shall be held at least four (4) times a year to review the quarterly results and year end financial statements.

A resolution in writing signed by all members of the Audited Committee for the time being entitled to receive notice of an Audit Committee meeting, shall be as valid and effectual as if it had been passed at a meeting of the Audit Committee duly convened and held.

Any resolution coming within the provisions of this Regulation may consist of several documents in like form, each signed by one or more member of the Audit Committee.

Any such document may be accepted as sufficiently signed by a member if transmitted to the Company by any technology purporting to include a signature and/or an electronic or digital signature of the member.

Except in the case of an emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to any member either personally or sending it by facsimile transmission or email transmission or through the post or by courier to such member to his/her registered address as appearing in the Register of Directors, as the case may be.

The notice and agenda shall be distributed to all members about seven (7) days before the meeting.

A resolution put to the vote of the meeting shall be decided on a show of hands. In the case of an equality of votes, the Chairman shall be entitled to a second or casting vote.

The minutes shall be signed by the Chairman of the meeting which the proceedings were held or by the Chairman of the next succeeding meeting and shall be circulated to the Committee and the Board of Directors.

The minutes shall be kept by the Company at the Registered Office or the principal place of business in Malaysia of the Company, and shall be opened to the inspection of any member of the Committee without charge.

Nominating Committee Terms of References

Composition of Nominating Committee

Members and Designation

  1. Mr Phong Hon Wai (Chairman)
    (Senior Independent Non-Executive Director)
  2. Brig. Gen. (R) Dato’ Mohd Zaaba @ Nik Zaaba Bin Nik Daud(Member)
    (Non-Independent Non-Executive Director)
  3. Ms Lim Lay Ching (Member)
    (Independent Non-Executive Director)

Objective

  1. Selection of candidates and assessing of directors on an ongoing basis.
  2. Contribute towards ensuring the board composition meets the needs of the Company.
  3.  

Terms of Reference of Nominating Committee

CSC STEEL HOLDINGS BERHAD

CSC STEEL SDN BHD

  • 180, Kawasan Industri Ayer Keroh, Ayer Keroh, 75450 Melaka, Malaysia
  • 06-231 0169
  • info@cscmalaysia.com

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The Privacy Policy of CSC Malaysia Website

You are welcome to visit CSC Malaysia (CSC) website (http://cscmalaysia.com/ , the website). We comply with the “Personal Data Protection Act 2010 (PDPA)” and related regulations in Malaysia, and understand / value privacy policy, information secrecy and confidential issues for visitors and users to the website. For your using of the website’s service and information without any uneasiness, CSC Malaysia hereby explain the website’s privacy policy in detail to protect your rights and interests. Please read the following contents carefully.

  1. The Ambit of Privacy Policy

While you are using website’s service, the website collects identifiable personal information. The privacy policy includes how the website processes these identifiable personal information, and does not apply to related linked websites outside the website, nor to those who are not entrusted or involved in the management of the website.

  1. The Purpose and Classification of Collecting Personal Data

If you are a visitor to the website, you are allowed to access the website without providing any personal information. For your necessities to get the website’s services and ensuring the website to provide necessary services continuously, the website will collect your personal information.

  1. The Collection, Process and Use of Personal Data

Personal Data refers to any information which relates directly or indirectly to you. This includes any information that can be used to distinguish, identify or contact you. The personal information collected by us include, but are not limited to, the following:-

  • contact information such as name, gender, enterprise name, job position, postal/email address, preferred language, telephone or mobile number, login information (account and password) etc
  • the status of Products and/or Services you have acquired from us
  • the information you provide to us and the content of messages you send us, such as the query information you provide, or the questions or information you provide for customer service support

When you visit the website or use the services provided by the website, we will ask you to provide necessary personal information with regards to the service essence, and only process and use your personal information within specific purpose and ambit; the website will not use your personal data for other purposes without your agreement.

The website will keep your name, email address, contact information and usage time while you use interactive functions such as service mailbox or questionnaires.

During browsing, the website will automatically keep records of equipment’s IP address, usage time, browser type and browsing history, etc. All those records are for internal application traffic analysis only, will not be published, not be associated with specific individual, and will not be analyzed for specific record.

Other than personal information obtained from you directly (as detailed above), we may also obtain your personal information from third parties we deal with or are connected with you (credit reference agencies or financial institutions), and from such other sources where you have given your consent for the disclosure of information relating to you, and/or where otherwise lawfully permitted.

In order to provide accurate services, we will analyze collected questionnaires and data. Except for internal research, the analysis result of statistical data or explanatory will be published without involving any specific individual information if necessary.

By providing your personal information to us and/or continuing access to the website, you declare that you have read and understood this Policy and agree to us processing your personal information in accordance with the manner as set out in this Policy.

  1. The Protection of Data

We endeavor to protect the website and your personal information with reasonable technology, procedures and related information security equipment and necessary measures. Only authorized personnel can access your personal data. All of related personnel will sign confidentiality contract, and will be subject to related legal actions if violating the confidentiality obligations.

When it is necessary to entrust other organizations to provide services due to business needs, the website will request those organizations to take appropriate security maintenance measures and comply the confidentiality obligations. We will take every necessary inspection procedures to ensure those measures and obligations will be complied.

While we are committed to protecting your personal data, we do not guarantee unauthorized or accidental access to such data.

  1. Link to Other Sites

This privacy policy and other notices of the website are only applicable to the website. The website provide links to other websites, and you can access other websites by clicking links from the website. However, the linked websites may not be subject to this privacy policy of the website, you must refer to the privacy policy of those linked websites. The inclusion of links to third party World Wide Web sites and resources on the Internet are not endorsements by CSC, implied or otherwise, of the linked site or any products or services in such sites, and no information in such sites has been endorsed or approved by CSC. CSC is not responsible for the contents of any linked site or any link contained in a linked site. You agree that under no circumstances shall CSC, its related corporations and/or its affiliates, be held responsible or liable, for any loss or damages caused or alleged to have been caused by use of or reliance on any content, goods or services available on such hyperlinked sites.

  1. Transfer of Data

This website will not provide, exchange, rent or sell any of your personal data to any third party save and except where there is a legal basis or contractual obligations including but not limited to the following circumstances:-

  • By your consent.
  • By law obligations.
  • To avoid the danger of your life, body, freedom or property.
  • To collaborate with public agencies or academic research institutions, due to the necessary of statistical or academic research based on public interest, and the data which is processed by the provider or the collector cannot identify the particular party in the manner in which it is disclosed.
  • To identify, contact or take legal actions through the website administrator’s analysis, due to your activities on the website violate the Terms of Service or may harm or hinder the website other user rights or cause harm to anyone.
  • To conducive to your rights and interests.
  • When the commissioned vendor of the website is asked to assist in the collection, processing or use of your personal data, it will be responsible for the supervision and management of the subcontractor or individual.

We may however disclose your personal information to the following parties in the course of using the information for the reason it was collected:-

  • our related companies anywhere in the world including our parent company and its subsidiaries (our “Related Companies”);
  • successors in title to us;
  • companies and/or organizations that act as our agents, contractors, service providers and/or professional advisers;
  • our business associates and other parties for purposes that are related to the purpose of collecting and using your personal information;
  • any person under a duty of confidentiality to which has undertaken to keep your Personal Data confidential which we have engaged to discharge our obligations to you;
  • any party in relation to legal proceedings or prospective legal proceedings;
  • our auditors, consultants, lawyers, accountants or other financial or professional advisers appointed in connection with our business on a strictly confidential basis, appointed by us to provide services to us;
  • data centres and/or servers located within or outside Malaysia for data storage purposes or otherwise;
  • government agencies, law enforcement agencies, courts, tribunals, regulatory bodies, industry regulators, ministries, and/or statutory agencies or bodies, offices or municipality in any jurisdiction, if required or authorised to do so, to satisfy any applicable law, regulation, order or judgment of a court or tribunal or queries from the relevant authorities;
  • other parties in respect of whom you have given express or implied consent

 

  1. Transfer of Data outside of Malaysia

In the course of our business, we may need to transfer your personal information outside of Malaysia.

The circumstances of the preceding paragraph include, but are not limited to:

  • if any of our service providers or business partners are involved in providing part of a services located in countries outside Malaysia
  • if you use the Products and/or Services from a country other than Malaysia (include international roaming)

You consent to us transferring your personal information outside Malaysia in these instances. We shall take reasonable steps to ensure that any of such overseas entities are contractually bound not to use your personal information for any reason other than to provide the Products and/or Services they are contracted by us to provide and to adequately safeguard your personal information.

  1. Right of the parties

The parties to the collection of personal data on the website may exercise the following rights in accordance with the Personal Data Protection Act:

  • Query or request a review.
  • Request a copy to the copy.
  • Request supplements or corrections.
  • Request to stop collecting, processing, and utilizing.
  • Request to delete

However, this is not the case for those who are required to perform duties or business on the website.

  1. Use of Cookies

In order to provide you with the best service, the website will place and access our cookies on your computer. Cookies are special files collected by our servers that identify you or your computer whenever you visit the site. These cookies assist your website navigation by customizing site information tailored to your needs. They do not record data permanently and are not stored on your computer’s hard drive. You are not obliged to accept cookies. If you do not accept cookies, you can set the privacy level in your browser privacy settings such as high, or through the browser’s cancellation or limitation of this feature. You can refuse cookies, but may lead to some features of the website cannot be executed normally.

  1. Changes to This Privacy Policy

The privacy policy of the website will be amended at any time according to the needs. The revised terms will be posted on the website without any separate notice. You can read the revised privacy statement and related notices on this website at any time. Any updated version shall apply and supersede any and all previous versions, including but not limited to, leaflets or hard copy versions. Please check our website for information on our most up-to-date practices. Continued use of the service will signify that you agree to any such changes. This policy is not a contract, nor does it suggest any obligation on our part with another party.

  1. Contact Details

If you have any questions about the privacy statement of the website or related matters related to your personal information, please contact:

Data Processor /Privacy Officer’s contact:

Personnel Section

Address: CSC STEEL HOLDINGS BERHAD
180, Kawasan Industri Ayer Keroh, Ayer Keroh,
75450 Melaka, Malaysia.
Tel: 606-2310169
Website: www.cscmalaysia.com
Office Hours: Monday to Friday 8.00am to 5.30 p.m. (except Public Holidays)

 

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In 2014, CSC Steel had been accredited with the SIRIM Eco-label certification (Green Coated Steel) for realzinc™ & realcolor® steel. “Eco-labelling” is a voluntary method of environment performance certification, offering an option to eco-conscious consumers of environmental friendly & sustainable product.
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