Frontken Berhad Annual Report 2017

28 Frontken Corporation Berhad (651020-T) ANNUAL REPORT 2017 PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) III. Remuneration (cont’d) Meetings of the Board and Board Committees During the financial year under review, the Board convened five (5) meetings whilst the Audit Committee, Nomination Committee and Remuneration Committee held five (5), two (2) and two (2) meetings respectively. The attendance of the members at the said meetings is set out below: Name of Director Board Audit Committee Nomination Committee Remuneration Committee Ng Wai Pin Chairman of Board and Remuneration Committee and Managing Director 5/5 N/A N/A 2/2 Dr Tay Kiang Meng Executive Director 5/5 N/A N/A N/A Dato’ Haji Johar bin Murat @ Murad Independent Non-Executive Director and Chairman of Audit Committee and Nomination Committee 5/5 5/5 2/2 2/2 Aaron Sim Kwee Lein Independent Non-Executive Director 5/5 5/5 2/2 2/2 Dr Jorg Helmut Holnloser Independent Non-Executive Director 3/5 2/5 0/2 N/A PRINCIPLE B – EFFECTVE AUDIT AND RISK MANAGEMENT I. Audit Committee In assisting the Board to discharge its duties on financial reporting, the Board has established an Audit Committee, comprising three (3) members, all of whom are Independent, with Dato’ Haji Johar bin Murat @ Murad as the Committee Chairman. The composition of the Audit Committee, including its roles and responsibilities as well as a summary of its activities carried out in year 2017, are set out in the Audit Committee Report on pages 34 to 36 of this Annual Report. One of the key responsibilities of the Audit Committee in its specific terms of reference is to ensure that the financial statements of the Group and Company comply with applicable financial reporting standards in Malaysia and provisions of the Companies Act 2016. Such financial statements comprise the quarterly financial report announced to Bursa and the annual statutory financial statements. The Board understands its role in upholding the integrity of financial reporting by the Company. Accordingly, the Audit Committee, which assists the Board in overseeing the financial reporting process of the Company, has adopted a policy for the types of non-audit services permitted to be provided by the external auditors and/or their affiliates, including the need for obtaining the Audit Committee’s approval for such services. At the date of this Statement, the Audit Committee has yet to formalise a policy that requires a former key audit partner to observe a cooling-off period of at least two (2) years before being appointed as a member of the Audit Committee, even though its Charter provides for a process to agree with the Board a policy on the employment of former employees of the Company’s auditors, with monitoring of the implementation of this policy. Going forward, the Audit Committee will formalise this policy for incorporation into its Charter. II. Risk Management And Internal Control Framework The Board has overall responsibility for maintaining a sound system of risk management and internal control of the Group that provides reasonable assurance of effective and efficient business operations, compliance with laws and regulations as well as internal procedures and guidelines. Corporate Governance Overview Statement (cont’d)