Tropicana Corporation Berhad Annual Report 2019

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit Committee As at the date of this Statement, the Audit Committee (“ AC ”) consists of three (3) members, all of which are Independent Non-Executive Directors and two (2) of whom are qualified Accountants. The composition of the Audit Committee is as follows:- Name Position Designation Encik Mohd Najib Bin Abdul Aziz Chairman Independent Non-Executive Director Encik Hafez Mohd Hashim Bin Razman Md Hashim Member Independent Non-Executive Director Mr Loh Chen Peng Member Independent Non-Executive Director The Audit Committee assists and supports the Board in fulfilling its fiduciary responsibilities in terms of the Group’s financial reporting practices, accounting policies, internal controls and in assessing the suitability and independence of the Group’s external and internal auditors. The Chairman of the Audit Committee is an Independent Non-Executive Director and is not the Chairman of the Board. In line with MCCG, the Company has revised the terms of reference of the Audit Committee that no former key audit partner could be appointed as a Director (including member of the Audit Committee) before observing a cooling-off period of at least two (2) years. During FY2019, the External Auditors had confirmed to the Audit Committee members of their independence throughout the conduct of the audit engagement for FY2019 with the Company in accordance with the independence criteria set out under the By Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants. The Audit Committee met seven (7) times during FY2019. The activities of the Audit Committee for FY2019 are reported in the Audit Committee Report as set out on pages 99 to 100 of this Annual Report. Relationship with External Auditors The Board, through the Audit Committee, has always maintained a formal and transparent relationship with the External Auditors. During FY2019, the Audit Committee had invited the External Auditors to its meeting held on 20 February 2019 to report the audit findings in respect of the true and fair view of the Group’s financial statements for the financial year ended 31 December 2018 (“ AFS 2018 ”), and to report the audit results of the AFS 2018 at its meeting held on 2 April 2019, as well as audit planning memorandum for the Group’s financial statements for FY2019 at its meeting held on 22 November 2019. The Audit Committee also met with the External Auditors without the presence of the Executive Directors and Management of the Company or the Group for two (2) times on 20 February 2019 and 22 November 2019, in order to provide the External Auditors with an avenue to candidly express any concerns they may have, including those relating to their ability to perform their work without restraint or interference. The External Auditors are encouraged to contact the Audit Committee Chairman or any of the Audit Committee members directly whenever they deem necessary to discuss audit matters or raise any concerns in the course of their audit of the Company’s or the Group’s financial records or accounting treatments. II. Risk Management Committee The Board recognises that proper risk management and internal control are important aspects of the Company’s governance, management and operations. As at the date of this Statement, the Risk Management Committee comprises the following members: Name Position Designation Encik Hafez Mohd Hashim Bin Razman Md Hashim Chairman Independent Non-Executive Director Mr Dion Tan Yong Chien Member Group Managing Director Datuk Michael Tang Vee Mun Member Independent Non-Executive Director Mr Loh Chen Peng Member Independent Non-Executive Director Madam Alice Dora Boucher (Appointed w.e.f. 10.06.2020) Member Independent Non-Executive Director Dato’ Dickson Tan Yong Loong (Resigned w.e.f. 10.06.2020) Member Deputy Group CEO The responsibilities of the Risk Management Committee for risk oversight include, amongst others, to set out the objectives, strategies and scope of risk management activities for the Group and to ensure that the Group’s risk management strategy and methodology have been implemented and consistently applied. Tropicana Corporation Berhad Annual Report 2019 pg 93 Sustainability at Tropicana What We’ve Governed Financial Statements & Other Information