(e) Reviewed the proposed fees for the Internal Auditors in respect of their audit of the Company and DNeX Group. (f) Assess the effectiveness of the internal audit function. (iv) Related Party Transactions Reviewed the related party transactions and recurrent related party transactions to ensure that transactions entered were on an arm’s length basis and on normal commercial terms. (v) Conflict of Interest Reviewed the Conflict of Interest and Potential Conflict of Interest that may arise within DNeX Group and/or the Company. (vi) Other matters (a) Reviewed the terms of reference of the AC to assist the Board in discharging its oversight responsibilities and fulfilling its fiduciary duties in formulating, overseeing as well as inculcating a sound enterprise risk management framework and systems, including systems for compliance with applicable laws, regulations, rules, directives, and guidelines to manage the overall risk exposure of DNeX Group. (b) Reviewed the Company’s compliance with the MMLR, applicable approved accounting standards and other relevant legal and regulatory requirements. (c) Review and verify the allocation of the Employees’ Share Option Scheme options in accordance with the MMLR. (d) Reviewed the appointment of PwC Consulting Associates (M) Sdn Bhd to conduct forensic audit and reviewed the subsequent forensic report. (e) Reviewed and assessed on all legal proceedings of the Company and DNeX Group. INTERNAL AUDIT FUNCTION DNeX Group has an in-house Internal Audit Department since November 2020 to improve the effectiveness of the control and governance process. The Internal Audit Department is headed and led by Izham Syah bin Mahrome, who is a member of the Association of Chartered Certified Accountants, the Institute of Internal Auditors, Malaysia and the Malaysian Institute of Accountants. As at 31 December 2023, the Head of Internal Audit Department is supported by a team of four (4) internal auditors. All the personnel deployed by the Internal Audit Department are free from any relationships or conflicts of interest in DNeX Group, which could impair their objectivity and independence during their work. The internal auditors report directly to the AC and assist the AC in discharging its duties and responsibilities. The internal audit function was carried out by the Internal Audit Department based on the annual audit plan that was reviewed and approved by the AC. The audit plan includes a review of the adequacy of operational controls, risk management, and compliance with established policies, procedures, applicable law and regulations and management efficiency. The AC also reviews the adequacy of the scope, functions, competency, and resources of the internal audit function to ensure that it is adequately resourced with competent and proficient internal auditors. The internal auditors carried out the internal audit activities within the framework of the Audit Charter and based on a methodology, which is consistent with the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors. The total cost incurred for the internal audit function for the financial period ended 31 December 2023 was RM1,397,328.00. For further details on risk management, internal controls, and internal audit functions, please refer to the Statement on Risk Management and Internal Control in this Report. Our Governance DAGANG NeXCHANGE BERHAD 178 AUDIT COMMITTEE REPORT
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