MISC BERHAD 174 INTEGRATED ANNUAL REPORT 2023 175 www.miscgroup.com GOVERNANCE SECTION 12 Board Audit Committee Report Overview of matters addressed at BAC meetings in 2023 Quarterly • Unaudited quarterly financial results • GIA reports • GIA quarterly audit status (closure) reports • Related party & recurrent related party transactions • Whistleblowing updates • Summary of special engagements performed by GIA Half-yearly • Private sessions with the external auditors • Group Health, Safety, Security and Environment (GHSSE) audit and assurance reports • GIA performance review Annually • External audit plan • External audit results • Audited financial statements • Assessment of external auditors • GIA audit plan • GHSSE audit and assurance plan • Content of the Integrated Annual Report The agenda and meeting papers are distributed to the BAC members via a secured collaborative software, which eases the process of distribution of meeting papers and minimises leakage of sensitive information, as well as enabling the BAC members to have access to the papers electronically. This practice also ensures consistency with the Board’s and Company’s commitment to sustainable practices. For the management of conflicts of interest, BAC members are required to declare interests that they may have in the subject matters arising during meetings. BAC member who has conflicts of interest will be excluded from deliberations and decision-making in such matters and will also abstain from voting on the related resolutions at the meeting. All proceedings of the BAC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. Terms of Reference The BAC is governed by its own Terms of Reference (TOR), which is consistent with the requirements of the MMLR and best practices of the MCCG. For more information on the BAC’s TOR, please refer to MISC’s corporate website at www.miscgroup.com SUMMARY OF THE BAC’S WORK IN 2023 Appended below is a summary of the BAC’s work in 2023, in discharging its functions and duties: Financial Reporting • Reviewed and endorsed the quarterly financial results for announcement to Bursa Securities before recommending the same for Board’s approval upon being satisfied that it has complied with the Malaysian Financial Reporting Standards (MFRS), International Financial Reporting Standards (IFRS), MMLR and other relevant regulatory requirements. • Reviewed the audited financial statements of the Company and the Group prior to submission to the Board for the Board’s consideration and approval, upon being satisfied that the audited financial statements were drawn up in accordance with the MFRS, IFRS, MMLR and Companies Act 2016. The abovementioned reviews were conducted together with the President/Group CEO and Vice President, Group Finance. Internal Audit • Reviewed and endorsed internal audit reports issued by GIA based on the approved Annual Internal Audit Plan (AIAP). • Reviewed and endorsed the adequacy and effectiveness of action plans provided by Management on the deliberated audit reports. • Reviewed and endorsed GIA’s AIAP for FY2024, as guided by the approved Enhanced Risk-Based Internal Audit Framework of MISC, in order to ensure adequacy of coverage on auditable entities. • Reviewed the adequacy of resources and competencies of GIA’s staff to execute the audit plan. • Reviewed GIA’s half-yearly and yearly performance status of the approved audit plan, strategic initiatives and other GIA activities. • Conducted the yearly assessments of GIA’s performance. • Reviewed and endorsed the appointment of the new Head of GIA. Prior to BAC meetings, the Chairman of the BAC held private meetings and discussions with the Head and Principal Auditors of GIA on internal audit reports and any related matters. External Audit • Reviewed and endorsed the external auditors’ terms of engagement, audit plan, scope and proposed fees for FY2023. • Reviewed the results and issues arising from the external auditors’ audit, including the key audit matters and the resolution of issues highlighted in the external auditors’ report to the BAC and Management’s responses thereto. • The BAC had two (2) private meetings with the external auditors without the presence of Management during the year under review (i.e. on 10 February 2023 and 16 November 2023) to discuss any matters the external auditors may wish to present and to ensure that there were no restrictions in the scope and discharge of their audit activities. • Reviewed and recommended the external auditors’ re-appointment to the Board to be proposed for shareholders’ approval at the AGM. • Reviewed and endorsed the questionnaire and evaluation forms for the Assessment of External Auditors. • Reviewed and endorsed the updates to the Policy on External Auditors. Board Audit Committee Report
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