81 CORPORATE GOVERNANCE Audit, Risk Management and Sustainability Committee Report (Cont’d) SUMMARY OF WORK PERFORMED (CONT’D) External Audit (Cont’d) b) Reviewed with BDO the results of the audit, the audit report and the management letter, including Management’s responses to the audit findings. c) Considered the audit fees payable to the external auditors against the size and complexity of the Group before recommending for Board’s approval. d) Reviewed the independence, objectivity and suitability of the external auditors and services provided, including non-audit services. Details on the non-audit fees incurred for services rendered by the external auditors and its affiliates for FYE 2024 are disclosed in the Additional Compliance Statement on page 89. e) Based on the satisfaction on the annual review of the performance of the external auditors, the ARMSC recommended to the Board the re-appointment of the external auditors to be proposed for shareholders’ approval at the 31st AGM. The shareholders at the 31st AGM approved the re-appointment of BDO for FYE 2024. Internal Audit a) The ARMSC had on 22 February 2024, approved the Internal Audit Plan for financial year ending 31 March 2025. The Audit Plan was developed using a risk-based audit methodology where entities and processes were selected for audit based on risk assessments carried out periodically by the Internal Auditors. b) Conducted annual assessment of GIA function and head of GIA. The ARMSC reviewed the adequacy of the GIA department’s resource requirements, programmes and the GIA department’s competency, performance and staff composition. Generally, the ARMSC was satisfied that the GIA function met the expectations. c) The ARMSC had also met with the head of GIA on 22 February 2024 without the presence of the Executive Directors and Management to ensure there were no restrictions on the scope of GIA’s audit. The head of GIA were given the opportunity to raise any matters of concern arising from their IA’s work. d) Reviewed and deliberated the internal audit reports that highlighted audit issues, major findings, audit recommendations and Management’s responses. The ARMSC also reviewed the status of implementation of corrective measures taken by Management to ensure appropriate remedial actions were taken on a timely basis to address all areas of risk and internal control issues. Compliance and others a) Reviewed the related party transaction and recurrent related party transactions of revenue or trading nature entered into by the Group presented by Management at the quarterly ARMSC meeting, to ensure that these transactions were undertaken in the Company’s best interest and not detriment to the minority shareholders interest and were done under fair and reasonable grounds and normal commercial terms. b) Reviewed the Corporate Governance Overview Statement, ARMSC Report, Statement on Risk Management and Internal Control and Sustainability Report, pursuant to the MMLR and the MCCG 2021 and recommended the same to the Board for approval. c) Reviewed the half-yearly report on the status of compliance of the Group’s Code of Business Conduct to ensure any non-compliance was properly investigated. d) Received quarterly reports on whistleblowing issues to ensure actions were taken on any cases reported. No whistleblowing cases were reported during the financial year under review. e) Reviewed and deliberated the corporate governance compliance of the Company and areas for improvement. f) Reviewed and received the sustainability governance status report at the quarterly ARMSC meeting and ensuring the Company’s reporting on environmental, social, and governance (“ESG”) was in line with MMLR and the SC’s guidelines. g) Revised the TOR of the ARMSC to expand the scope of the ARMSC’s review on conflict of interest (“COI”) or potential COI situations as well as the measures taken to eliminate such situations and the disclosure requirements pursuant to the MMLR.
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