PRG Holdings Berhad Annual Report 2020

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (continued) II. Risk Management and Internal Control Framework The Board discharges its responsibilities in the risk governance and oversees functions through the Audit and Risk Management Committee. The Audit and Risk Management Committee, supported by the Risk Management Team comprises the Head of Departments of respective operating divisions, assists Audit and Risk Management Committee in overseeing the risk management matters relating to the activities of the Group. The Audit and Risk Management Committee reviews the risk management framework and processes and monitors the effectiveness of risk treat/mitigation action plans for the management and control of identified key risks. The adequacy and effectiveness of the internal controls are reviewed by the Audit and Risk Management Committee in relation to internal audit function of the Group. The Board places significant emphasis on maintaining a sound system of internal control covering not only financial controls but also operational and compliance controls as well as risk management in order to safeguard shareholders’ investments and the Group’s assets. The Board continuously reviews the adequacy and effectiveness of the internal control system to ensure it meets the Group’s particular needs and to manage the risks to which it is exposed. The Statement on Risk Management and Internal Control set out on Page 48 to Page 51 of this Annual Report provides an overview of the state of risk management and internal controls within the Group. PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS I. Communication with Stakeholders The Company ensures that its communication with its shareholders and various stakeholders is transparent, timely and with quality disclosure. The relevant information is communicated to shareholders and investors through various disclosures and announcements to Bursa Securities, including the quarterly financial results, annual reports and where appropriate, circulars and press releases. The Company makes use of a broad range of communication channels to disseminate information regarding the Company and the Group. The communication channels would include electronic facilities provided by Bursa Securities for release of announcements to the public, corporate website, social media, emails, road shows or events as well as direct interaction with the shareholders at the general meetings of the Company. II. Conduct of General Meetings The general meetings are the principal forum for shareholders to dialogue and interact with the Directors of the Company. In order to ensure effective participation and engagement with the shareholders, the members of the Board and senior management attend the general meetings to respond to the questions raised by the shareholders and the shareholders are given opportunities to express their opinions and raise concerns over issues relating to business and affairs of the Company. The Chairman of the Board will chair the general meetings and allow the shareholders or proxy holders to speak and seek clarifications on the resolutions tabled at the meetings. During the FY2020, three (3) general meetings were held, namely, the 19 th AGM held on 29 June 2020 and two (2) EGMs held on 10 June 2020 to consider the corporate proposals of the Company. In line with the MCCG, the notice of the 19 th AGM was issued to the shareholders on 29 May 2020, more than 28 days before the 19 th AGM, and beyond the requisite 21 days’ notice as prescribed by the Companies Act 2016 and Listing Requirements; likewise, the notice of the EGMs was issued at least 14 days before the EGMs in compliance with the said laws and regulations. The notice of general meetings and circular to shareholders provides details of the resolutions proposed along with background information and justifications for undertaking the corporate proposals alongside the recommendations from the Board. The Company leverage on technology and conducted the EGMs held on 10 June 2020 on fully virtual basis through live streaming from the broadcast venue at the Company’s business premise. The voting of the EGMs was conducted by poll in accordance with Paragraph 8.29A of the Listing Requirements of Bursa Securities and the shareholders exercised their voting rights remotely using electronic voting platform. The outcome of the general meetings was announced to Bursa Securities on the same day after the conclusion of the meetings. This Statement was approved by the Board of Director of the Company on 24 March 2021. Annual Report 2020 Corporate Governance Overview Statement cont’d 45