BOARD AUDIT AND RISK COMMITTEE REPORT SUMMARY OF WORK CARRIED OUT DURING THE FINANCIAL YEAR (CONT’D) RISK MANAGEMENT AND INTERNAL CONTROL (CONT’D) Frameworks & Policy Date of Meeting Reason for Review 9 ERM Policy and Framework 1 Dec 2022 (rev 4) Re-classification of Risk Category to include ESG Risks, Market Risks and Partnership Risks 10 Investment Policy 1 Dec 2022 (rev 2) Incorporation of ESG elements into the Investment Policy COMPLIANCE (a) Monitored and reviewed the status and outcomes of the Quarterly Compliance Report which seek to identify gaps in compliance with regard to applicable laws, regulations, codes, standards, policies, and procedures and discussed the adequacy of measures to address such gaps or non-compliance. (b) Deliberated on the results of compliance cases and directed Management to implement and/or enhance controls to prevent a recurrence, including conducting education programmes to increase awareness. (c) Received updates on the directorships and shareholdings held by the Directors of the Company and persons connected with them in accordance with Section 221 of the Companies Act, 2016 on an annual basis. These disclosures enabled an assessment of the potential or actual conflicts of interest which may arise in relation to Related Party Transaction (“RPT”) or Recurrent Related Party Transaction (“RRPT”). (d) Monitored the status of internal misconduct cases reported to Board and BARC on a quarterly basis, including ongoing investigations, in accordance with the Code of Conduct and Business Ethics (CoBE). (e) Ensured that the Declaration of Directors’ Interests in Securities and disclosures of conflict of interest situation(s) in all Board level meetings, are documented and minuted accordingly in the minutes of meeting. The Committee took note that there was no management conflict of interest situations for operational matters (including any transaction, procedure or course of conduct) as reported by the Chief Executive Officer. REVIEW OF RPT AND RRPT OF A REVENUE OR TRADING NATURE & CONFLICT OF INTEREST SITUATIONS (a) Reviewed related party transactions entered into by the REIT and ensured that the transactions undertaken were in the best interest of the Fund/unitholders, fair, reasonable and on normal commercial terms, and not detrimental to the interest of the minority unitholders, and recommended the same for approval of the Board. (b) Reviewed the annual unitholders’ Mandate in relation to RRPT of a revenue or trading nature for unitholders’ approval to undertake transactions that are recurrent, of a revenue or trading nature and which are necessary for the day-to-day operations of the Fund with related parties. (c) Ensures that the review procedures were sufficient to ensure that the RRPTs were not more favourable to the related parties than those generally available to the public and were not to the detriment of the minority shareholders and that the REIT had in place adequate procedures and processes to monitor, track and identify RRPTs in a timely and orderly manner, and such procedures and processes were reviewed on a yearly basis or whenever the need arose. (d) Reviewed of RRPT on a quarterly basis. The Management had given assurance to the BARC that related party transactions and mandate for RRPT were in compliance with the Listing Requirements and policies and procedures. 107 1. Corporate Overview 3. Strategic Performance 5. Governance Structure 2. The Driving Forces 4. Sustainability Statement 6. Financial Reports
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