PRINCIPLE B: EFFECTIVE AUDIT, RISK MANAGEMENT AND INTERNAL CONTROL I. Audit Committee As at the date of this Statement, the Audit Committee consists of three (3) members, all of whom are Independent NonExecutive Directors and one (1) of whom is a qualified Accountant. The composition of the Audit, Risk Management and Sustainability Committee is as follows: Name Position Designation Madam Koh Huey Min (Appointed on 5 October 2023) Chairperson Independent NonExecutive Director Madam Vivienne Cheng Chi Fan Member Independent NonExecutive Director Ms Alice Dora Boucher Member Independent NonExecutive Director The Audit Committee members possess the financial knowledge and commercial experience to meet the needs of the Board in fulfilling its fiduciary responsibilities in terms of the Group’s financial reporting practices, accounting policies, internal controls and in assessing the suitability and independence of the Group’s External and Internal Auditors. The Chairman of the Audit Committee is an Independent Non-Executive Director and is not the Chairman of the Board. In line with MCCG, the Company had revised the TOR of the Audit Committee on 21 April 2022 to include that no former audit partner to be appointed as a Director (including a member of the Audit Committee) before observing a cooling-off period of at least three (3) years prior to the integration with the Risk Management and Sustainability Committee. During FY2023, the External Auditors had confirmed to the Audit Committee members of their independence throughout the conduct of the audit engagement for FY2023 with the Company in accordance with the independence criteria set out under the ByLaws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants. The Audit Committee met five (5) times during FY2023. The activities of the Audit Committee for FY2023 are reported in the Audit Committee Report as set out on page 166 in this Annual Report. Relationship with External Auditors The Board, through the Audit Committee, has always maintained a formal and transparent relationship with the External Auditors. During FY2023, the Audit Committee had invited the External Auditors to its meeting held on 20 February 2023 to report on the audit status findings for the FY2023. On 18 April 2023, External Auditors invited to report on the audit results in respect of the true and fair view of the Group’s audited financial statements for the financial year ended 31 December 2022 (“AFS 2022”). Subsequently, at its meeting held on 21 November 2023, to report audit plan as well as the External Audit Planning Memorandum for the Group’s financial statements for FY2023. The Audit Committee also met with the External Auditors without the presence of the Executive Directors and Management of the Company or the Group twice on 20 February 2023 and 21 November 2023, in order to provide the External Auditors with an avenue to candidly express any concerns they may have, including those relating to their ability to perform their work without restraint or interference. The External Auditors are encouraged to contact the Audit Committee Chairman or any of the Audit Committee members directly whenever they deem necessary to discuss audit matters or raise any concerns in the course of their audit of the Company’s or the Group’s financial records or accounting treatments. II. Risk Management and Sustainability Committee The Board recognises that proper risk management and internal control are important aspects of the Company’s governance, management and operations. As at the date of this Statement, the Risk Management and Sustainability Committee comprises the following members: Name Position Designation Ms Alice Dora Boucher Chairperson Independent NonExecutive Director Madam Vivienne Cheng Chi Fan Member Independent NonExecutive Director Datuk Wira Lye Ek Seang Member Independent NonExecutive Director Madam Koh Huey Min (Appointed on 5 October 2023) Member Independent NonExecutive Director Mr Jared Ang Tzer Shen Member Group Non- Independent NonExecutive Director Mr Din Tan Yong Chia (Appointed on 19 March 2024) Member Group MD The responsibilities of the Risk Management and Sustainability Committee for risk and sustainability oversight include, amongst others, to ensure that sustainability and risk management frameworks are embedded and consistently adopted throughout the Group, provision of oversight on sustainability initiatives in line with the purpose, values and strategy of the Group and to ensure compliance with external requirements. The Risk Management and Sustainability Committee held five (5) meetings during FY2023 to review the quarterly risk profiles of the Group. Risk Management and Internal Control The Board has overall responsibility for maintaining a sound system of internal controls which includes financial controls, operational and compliance controls and risk management to safeguard shareholders’ interests and the Company’s assets. The Group’s system of internal control is regularly reviewed to ensure its effectiveness. While acknowledging its responsibility for the system 158 ANNUAL REPORT 2023
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