MSM Malaysia Holdings Berhad Annual Report 2019

AUDIT COMMITTEE REPORT COMPOSITION AND MEETINGS The Board has established the AC with three members who are all Independent Non-Executive Directors. The Chairman of the Committee is not the Chairman of the Board. The Committee is chaired by Dato’ Rosini Abd Samad, an Independent Director who is a member of the Malaysian Institute of Accountants (MIA). She is also an Honorary Fellow of CPA Australia and a professional member of the Institute of Internal Auditors Malaysia. The Chairman of the AC meets the requisite qualifications as stipulated in paragraph 15.09(1)(c)(i) of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad (MMLR). On 25 March 2020, the number of AC has changed from three to two members due to the cessation of Dato’ Hajjah Rosni Haji Zahari as Director and AC member. The current composition are Independent Non-Executive Directors and this is consistent with Practice 8.4 (Step-up) of the Malaysian Code on Corporate Governance 2017 (MCCG 2017). As per the Term of Reference of AC, former key audit partner will not be appointed as AC member unless the former key partner has observed a cooling-off period of at least two years before being appointed as member of the AC. The AC discharges its responsibilities through a series of scheduled meetings during the year. The AC held a total of six meetings including one unscheduled meeting which were held on 13 February 2019. The Company Secretary acts as the AC’s secretary in all the AC meeting. The meetings were also attended by Group Chief Executive Officer (Group CEO), Chief Financial Officer (CFO), FGV Chief Internal Auditor, Company Secretary together with the members of Senior Management, external auditor, upon invitation, to brief the AC on related issues. The membership and meeting attendance of the AC members are as follows: Members Type of membership No. of meetings attended during 2019 Held Attended Dato’ Rosini Abd Samad (appointed with effect from 7 January 2015) Chairman/Independent Non-Executive Director 6 6 Datuk LimThean Shiang (appointed with effect from 23 August 2016) Member/Independent Non-Executive Director 6 6 Dato’ Hajjah Rosni Haji Zahari (appointed with effect from 25 March 2019 and cessation of office on 25 March 2020) Member/Independent Non-Executive Director 3 3 All AC meeting minutes, including meeting papers, on matters deliberated by the Committee in the discharge of its functions are properly documented. Reports on the proceeding of the AC meetings were tabled to the Board and minutes of AC were circulated to the members for confirmation. Audit Committee’s principal role is to assist the Board in carrying out its oversight responsibilities in relation to financial reporting, external audit and internal audit processes, conflict of interest and related party transaction. Audit Committee (AC) plays a crucial role in ensuring appropriate challenge and governance in matters relating to internal control and risk management and financial reporting. 83 CORPORATE GOVERNANCE 07