1. ROLE OF THE AUDIT COMMITTEE The primary function of the Audit Committee (“AC”) is to assist the Board of Directors (“the Board”) in fulfilling the following oversight objectives on the Group’s activities:- l assess the Group’s processes relating to its risks and control environment; l oversee financial reporting; l review the internal and external audit reports; and l assess the suitability, objectivity and independence of the External Auditors. The Terms of Reference (“TOR”), including the duties and responsibilities of the AC are available on the Company’s website at www.wahseong.com. The TOR was last reviewed by the Board on 23 November, 2022. 2. MEMBERS AND MEETINGS The AC meets regularly at least five (5) times annually, with due notice of issues to be discussed and its conclusions duly recorded in the minutes by the Group Company Secretary who is the Secretary of the AC in attendance towards discharging of its duties and responsibilities. In the event the Secretary is unable to attend any of the meetings, an assistant or deputy Secretary may be appointed for that specific meeting. Additional meetings may be held at the request of the Board, the AC, the Management and the External or Group Internal Auditors. Nonetheless, the Chairman and the AC members have free and direct access to consult, communicate and enquire with any Senior Management of the Group as well as the External Auditors at any time. The Chief Financial Officer of Energy Division, the Head of Finance, Industrial Services Division and the Head of Group Internal Audit attend such AC Meetings and the representative of the External Auditors are encouraged to attend whenever possible. Other Directors may be invited to attend such AC Meetings when necessary. The AC will meet the External Auditors at least twice a year without the presence of any executive Board members and the Management. Members and details of attendance of Directors at the AC Meetings of the Company for the financial year ended 31 December 2022 are as follows:- Name of Director Directorship Date of Appointment No. of Meetings Attended Halim Bin Haji Din (Chairman) Independent Non-Executive Director 22 May 2002 5/5 Tan Sri Professor Lin See Yan (Member) Senior Independent Non-Executive Director 20 July 2004 5/5 Tan Jian Hong, Aaron (Member) Non-Independent Non-Executive Director 3 June 2015 5/5 Tan Sri Saw Choo Boon (Member) Independent Non-Executive Director 30 August 2018 5/5 3. SUMMARY OF ACTIVITIES During the financial year under review, the AC conducted its activities in line with the TOR, as follows:- 3.1 Financial Reporting In overseeing the Group’s financial reporting, the AC reviewed quarterly reports and the annual audited financial statements of the Group before submission to the Board for consideration and approval. AUDIT COMMITTEE Annual Report 2022 Wah Seong Corporation Berhad 53
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