SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE DURING THE YEAR During the financial year under review, the Audit Committee had carried out the following activities in discharging its functions and duties, which are in line with its responsibilities as set out in its TOR. The activities of the Audit Committee for the FY2022 with regard to matters relating to the financial statements of the Group and External Auditors were as follows: • Reviewed the unaudited quarterly financial results including its related Bursa Securities’ announcement and press statements, the consolidated annual audited financial statements of the Company and the Group, prior to recommending the same to the Board for approval, focusing particularly on: - the overall performance and prospects of the Group; - the changes and implementation of major accounting policies and practices and the auditor’s report highlighting the key audit matters and the implications on the Group; - compliance with accounting standards and other legal requirements; and - significant accounting and audit matters raised by the External Auditors in the financial statements and the corresponding judgement made by the Management. • Discussed significant accounting and audit issues in respect of the financial statements of the Company for the financial year ended 31 December 2021 (“FY2021”) with the External Auditors and assessed the actions and procedures taken by the External Auditors in respect to those areas. • Reviewed the performance of the External Auditors, by taking into consideration their suitability, objectivity and independence, in relation to their competency, audit quality and resource capacity in performing the audit of the Group and recommended their reappointment to the Board. The annual assessment was performed by Group Finance Department and the External Auditors have reconfirmed to the Audit Committee their independence in carrying out the audit for the financial statements of the Group for the financial year ended 31 December 2021 vide the report of audit results submitted to the Audit Committee as well confirmation obtained at the Audit Committee meeting. The Board had recommended the re-appointment of Ernst & Young PLT as External Auditors of the Company for FY2022 at the Company’s 43th Annual General Meeting held on 23 June 2022 which was approved by the shareholders. • Reviewed the audit planning memorandum for FY2022 with the External Auditors’ including the adequacy of the external audit team. The areas of audit emphasis and action plans were discussed in length with the External Auditors and the Management to ensure that adequate actions were carried out to ascertain compliance with the relevant accounting standards, prior to finalising the audited financial statements of the Group. Received the declaration of independence in writing by the External Auditors in respect of the audit for FY2022. • Reviewed the amount of audit and non-audit fees paid or payable by the Group and its subsidiaries to the External Auditors for FY2021. The total amount of both the audit and non-audit for FY2022 was compared against the previous year and any increase or decrease in fees was appropriately justified by the Management, taking into consideration the implementation of MFRS framework, level of activities of the Group, inflationary factors and reference to the fees payable by other companies in the same industry. • Held two (2) private sessions on 21 February 2022 and 16 November 2022 with the External Auditors without the presence of the Executive Directors and Management, to review key issues within their sphere of coverage and responsibilities in regards to the Audit of the Financial Statements of the Group for FY2021 and FY2022. It was noted that Audit Committee members had confirmed that they did not have any knowledge of fraud within the Group. The activities of the Audit Committee for the FY2022 with regard to matters relating to internal audit function, internal controls and operations were as follows: • Reviewed the internal audit reports prepared by the Internal Auditors and provided constructive feedback in ensuring the adequacy and effectiveness of the internal control system of the Group. Where appropriate, the Audit Committee directed the Management to rectify and improve control procedures. The Audit Committee also monitored the progress of the agreed upon action plans taken by Management to close the audit findings. • Reviewed the business plan for the financial years 2022-2024 for recommendations to the Board for approval. • Reviewed the Audit Committee report, Statement of Risk Management and Internal Control and the Additional Compliance Information to ensure adherence to legal and regulatory reporting requirements and appropriate resolution of accounting matters requiring judgement and recommended the same to the Board for approval. • Reviewed the proposed amendments to the Terms of Reference of the Audit Committee for recommendations to the Board for approval. • Reviewed and approved the Internal Audit Plan for FY2022 proposed by the Internal Auditors to ensure adequate scope and coverage of the Group’s activities based on identified and assessed key risk areas. Also considered the adequacy of the manpower sufficiency of the internal audit team to perform the activities envisaged in the internal audit plan. • Reviewed the procedures for recurrent related party transactions for purposes of ensuring that the processes and controls were in place to ensure that recurrent related party transactions 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. 139 GOVERNANCE
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