PINEAPPLE RESOURCES BERHAD

AUDIT AND RISK MANAGEMENT COMMITTEE

TERMS OF REFERENCE

1. OBJECTIVES

The primary objectives of the Audit and Risk Management Committee (“ARMC”) include the following:

• • to safeguard the interests of all shareholders including the minority shareholders;
  • to assist in discharging the responsibilities of the Board of Directors as they relate to the Company’s management and internal controls, accounting policies and financial reporting; and
  • to provide, by way of regular meetings, a line of communication between the Board, and the internal and external auditors.

2. MEMBERSHIP

The ARMC shall be appointed by the Board from amongst its members and shall consist of no fewer than three members, none of whom shall be alternate directors.

All the ARMC members must be non-executive directors, with the majority of the members, including the Chairman of the ARMC, shall be independent directors.

At least one member shall be a member of the Malaysian Institute of Accountants or a person approved under subparagraph 15.09(1)(c)(ii) of Bursa Malaysia ACE Market Listing Requirements.

Any vacancy resulting in the non-compliance of subparagraph 15.09(1) of Bursa Malaysia ACE Market Listing Requirements shall be filled within three months, and the Board shall review the terms of office and performance of the ARMC and each of its members at least once every three years to determine whether they have carried out their duties in accordance with their terms of reference.

3. AUTHORITY

The ARMC shall have the authority to investigate any matter within its terms of reference, and the resources required to perform its duties.

It shall also have full and unrestricted access to any information pertaining to the Company, and have direct communication channels with the external and internal auditors.

The ARMC should be able to obtain independent professional or other advice, and be able to convene meetings with the external auditors, excluding the attendance of its executive members, whenever deemed necessary.

4. MEETINGS

 The ARMC shall meet at least four times a year, and as many times as it deems necessary.

The majority of members present shall be independent directors in order to form a quorum.

The Company Secretary of the Company shall act as the Secretary of the ARMC, and shall draw up an agenda for circulation together with the relevant support papers at least one week prior to each meeting to the members.

The Company Secretary shall also be responsible for keeping the minutes of the meetings, which shall be circulated to the members of the Board as well.

The ARMC shall meet at least twice a year with the management and the internal and external auditors in separate sessions without the presence of any executive Board member.

5. FUNCTIONS

The functions of the ARM Committee include the following:

1. 1. To review, and report the same to the Board:

• • • with the external auditors, the nature and scope of its audit plan, its evaluation of the system of internal controls and its audit report;
    • the assistance given by the Company’s employees to the external auditors;
    • the adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority to carry out its work;
    • the internal audit programme, 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;
    • the quarterly results and year-end financial statements prior to the approval by the Board, focusing on:

1. 1. 1. 1. changes in or implementation of major accounting policy changes;
         2. significant and unusual events; and
         3. compliance with accounting standards and other legal requirements;

• • • any problems or reservations arising from the interim and final audits, and any matter which the external auditors may wish to discuss (in the absence of management where necessary);
    • the external auditors’ management letter, and management’s response;
    • any related party transactions and conflict of interests situation that may arise within the Company or Group including any transactions, procedures or course of conducts that raises questions of management integrity; and
    • the appointment of the external auditors, their audit fees and any questions of its dismissal or resignation

1. 2. To recommend the nomination of the external auditors.
   3. To consider other matters as defined by the Board.