AUDIT AND RISK COMMITTEE REPORT CONT’D ATTENDANCE OF MEETINGS (Cont’d) The Chairman of the ARC has the right to request those who are in attendance to step out from the meeting when matters to be discussed are likely to be hampered by their presence or when confidentiality of matters being discussed needs to be preserved. The ARC members held two (2) private meetings with the External Auditors in FY2023 without the presence of the Management. Minutes of all ARC meetings were recorded and tabled for confirmation at the following ARC meeting and were subsequently presented to the Board for notation. TERMS OF REFERENCE The ARC is responsible, among other duties, to review and monitor the integrity of the Group’s reporting processes, system of internal control, audit process as well as to ensure compliance with legal, regulatory and taxation matters for the Group. The Terms of Reference of the ARC which is in line with the provisions of the MMLR and other best practices are accessible to the public on the Company’s official website at www.ghl.com. SUMMARY OF ACTIVITIES DURING THE FY2023 The Chairman of the ARC reports to the Board after each ARC meeting its activities, deliberations, and recommendations in discharging its duties and responsibilities as set out in its Terms of Reference, which the Committee has reviewed and determined in line with the MMLR and the Malaysian Code on Corporate Governance (“MCCG”). The main activities undertaken by the Committee in discharging its duties and responsibilities for FY2023 are summarised as follows: Financial Reporting: a. Reviewed the audited financial statements of the Group and of the Company in conjunction with the External Auditors and the Group CFO to ensure compliance with the provisions of the Companies Act 2016 and the applicable approved accounting standards, as per the Malaysian Accounting Standards Board (“MASB”), prior to recommending the same to the Board for approval. b. Reviewed the quarterly unaudited financial results of the Group together with the Group CFO, focusing particularly on significant changes to accounting policies and practices, and unusual events, compliance with the accounting standards and other legal requirements prior to recommending the same to the Board for approval and release to Bursa Securities. The Committee members sought explanations from the Group CEO and the Group CFO on material changes in financial performance, trade receivables and other key components of financial position. External Audit: a. Reviewed and assessed the suitability, performance, and the independence of the External Auditors in fulfilling their responsibilities as set out in the By-Laws (On Professional Ethics, Conduct and Practice) for Professional Accountants as adopted by the MIA and the Group Policy Statement on Auditor Independence covering the caliber of the external audit firm. The ARC also evaluated the quality of processes and performance, audit skills, industrial knowledge as well as objectivity and their communications with ARC. b. Reviewed and discussed the External Auditors’ audit planning memorandum covering the scope, audit approach, key areas and proposed fees for the statutory audit and non-audit services based on the External Auditors’ presentation of audit strategy and plan to ensure that their scope of work adequately cover the activities of the Group. c. Reviewed and discussed with the External Auditors the results, reports, and financial statements of the Group. 56 GHL SYSTEMS BERHAD 199401007361 (293040-D)
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