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39

GHL Systems Berhad

(293040-D)

Annual report 2015

2. Monitoring and Reporting

Monthly management meetings are led by the respective country heads for various lines of operations and

business units, on key business performance, operating statistics and regular matters. This enables effective

monitoring of significant variances and deviation from standard operating procedures and budget. The

Board is also kept appraised on the Company’s performance during the scheduled board meetings with

the Company’s business performance and plans being reviewed and deliberated.

3. Policies and Procedures

The Group has defined and documented internal policies and standard operating procedures to ensure

inter alia sound internal controls are embedded and compliance with applicable laws and regulations. The

policies and procedures are also being reviewed on a regular basis to ensure its relevance and effectiveness.

4. Internal Audit Function

As part of the Group’s effort to establish a sound framework for risk management and internal control, an in-

house audit function is established as a key component of its internal control processes. The Group Internal

Audit (“GIA”) reports independently to the ARC and is guided by a formalised Internal Audit Charter.

Acting as the third layer of defence in internal control, the GIA undertakes Internal Audit reviews for the

Group based on an annual internal audit plan approved by the ARC. The results of all internal audit

reviews, together with the findings and recommendations, are presented to Management for discussion

and formulation of the necessary corrective action plans prior to finalisation of the internal audit reports.

At each ARC meeting, the Head of Internal Audit updates the ARC of all the status of ongoing audits and

where appropriate, presents Internal Audit Reports and observations. Relevant parties are invited to be

present during such presentations.

5. Risk Management

a. Risk Management Committee (“RMC”)

The RMCwas established by the Board in 2012 as a key component of the Risk Management Framework.

The RMC, which is headed by the Group’s Chief Executive Officer (“CEO”), comprises the Group’s

Chief Financial Officer (“CFO”) and country heads and financial controllers from each countries. The

responsibilities of RMC are as follows:

To identify and assess on an ongoing basis, the risks faced by the Group and thereafter to design

and implement appropriate risk management processes or internal controls to address or mitigate

such risks in an effective manner;

To periodically assess and review the continued effectiveness and appropriateness of risk

management processes;

To determine and recommend to the Board the Group’s risk appetite and tolerance;

To continuously promote an effective risk awareness culture throughout the Group with written

policies and other forms of communication to employees and stakeholders;

To be accountable and periodically report to the Board, through the ARC, for the design,

implementation and monitoring of the risk management system.

The Head of Internal Audit was invited to attend meetings of the RMC as an observer and provides

the ARC with an independent assessment of the adequacy and reliability of the risk management

processes and compliance with risk policies.

The RMCmet twice a year to conduct a formalised half-yearly risk assessment and reported the findings

to the ARC. On a quarterly basis, the RMC Chairman, i.e. Group CEO and the Group CFO are invited

to the ARC meeting to formally brief the ARC of any risks related events and/or new risks faced by the

Group and the corresponding action plans taken to mitigate the risks.

Statement on Risk Management and

Internal Control