36
GHL Systems Berhad
(293040-D)
Regarding risk management and internal control:
a. Reviewed the progress of RiskManagement Committee (“RMC”) in its on-going identification andmonitoring
of key risks and the controls and processes implemented in managing these risks.
b. Reviewed the risk assessment results and the mitigation actions reported by RMC and regularly reviewed
the update on the mitigation actions to ensure significant internal controls are promptly implemented.
c. Evaluated, together with Group CEO and Group CFO, the overall adequacy and effectiveness of the
system of internal controls during the financial year through a review of the results of work performed by
internal and external auditors and the RMC.
d. Continuously monitored whistleblowing program and procedures as part of the risk management structure
and good corporate governance practice.
Regarding internal audit:
a. Reviewedandapproveda revised Internal AuditCharter settingout themission, scopeofwork, organisational
status, responsibilities and authority of the internal audit function within the Group.
b. Reviewed the adequacy of resources and reporting structure of GIA to execute the audit plan effectively
and independently.
c. Approved the annual internal audit plan for the financial year and reviewed the plan each quarter to identify
any requirement of changes; that commensurate with the evolving risk landscape of the organisation.
d. Reviewed internal audit findings arising from the work carried out by the GIA and other outsourced service
providers for special engagements. The ARC also sought management commitments for corrective actions
as recommended in internal audit reports.
e. Reviewed the status of audit findings in ensuring appropriate action plans are implemented by the
management; with no audit issues are left unaddressed.
Regarding related party transaction:
a. Reviewed quarterly the related party transactions and recurrent related party transactions undertaken by
the Group for compliance with the MMLR and the appropriateness of such transactions entered into by
the Company and its subsidiaries to avoid potential or actual conflict of interest to ensure the decisions are
based on the best interest of the Company and its shareholders.
b. Reviewed the procedures for securing the shareholders’ mandate for recurrent related party transactions.
Other activities:
a. Members of the Committee attended various seminars and conferences to enhance and update their
knowledge as part of discharging their duties as ARC members and as a director of the Group. The seminars
and conferences attended by the Committee members during FY 2014 are reported under the Statement
on Corporate Governance.
b. Reviewed the Statement of Risk Management and Internal Control and Corporate Governance Statement
prior to their inclusion in the Company’s Annual Report for FY 2014.
c. Conducted a self-assessment to evaluate the Committee’s overall effectiveness in discharging its
responsibilities.
d. Obtained update on Executives Share Scheme (“ESS”) from ESS Committee and verified allocation of ESS to
executives during the financial year 2014, as being in compliance with the ESS By-Law 5.2.
Audit and risk
Committee Report
