MSM Malaysia Holdings Berhad Annual Report 2020

The current AGRC comprises of four (4) members, all of whom are Independent Non-Executive Directors. The composition of the AGRC complies with the Main Market Listing Requirement of Bursa Malaysia Securities Berhad (“MMLR”) pertaining to AC that stipulates a minimum of a three-member committee with majority being Independent Directors. None of the AGRC member is a former key audit partner of the Group. Choy Khai Choon was appointed as the Chairman of AGRC on 10 June 2020, thus satisfying the requirement of a separation of power between the Chairman of the Board and the Chairman of AGRC as prescribed by the Malaysian Code of Corporate Governance 2017 (“MCCG 2017”). He is a member of the Malaysia Institute of Accountants (“MIA”) and also an Honorary Fellow of CPA Australia. The Chairman of the Committee meets the requisite qualifications as stipulated in Paragraph 15.09(1)(c)(i) of the MMLR. Before the establishment of AGRC, the AC was chaired by Dato’ Rosini Abd Samad who is a member of the MIA. She is also an Honorary Fellow of CPA Australia and a professional member of the Institute of Internal Auditors Malaysia. The Committee discharges its responsibilities through a series of scheduled meetings during the year. The AGRC meetings were continued from the previous approved schedule meetings for the AC. There were three (3) AC meetings held in February, March and May 2020. Upon the establishment of AGRC, two (2) scheduled meetings were conducted in August 2020 and November 2020 and one (1) unscheduled meeting was held in September 2020. The Company Secretary and Chief Internal Auditor of FGV Holdings Berhad act as the Committee’s Secretaries in all the meetings. The meetings were also attended by Acting/Group Chief Executive Officer (“Acting/GCEO”), Chief Financial Officer (“CFO”), Acting/Group Chief Operating Officer (“Acting/Group COO”), Head of Corporate Governance & Risk Management together with the members of Senior Management and the external auditor, upon invitation, to brief the Committee on related issues. All AGRC and AC meeting minutes, including meeting papers on matters deliberated by the Committee in the discharge of its functions were properly documented. Reports on the proceedings of the Committee’s meeting were tabled to the Board and minutes of AGRC and AC are circulated to the Members for confirmation. ROLES OF THE COMMITTEE Key areas under the purview of AGRC include the financial reporting and performance oversight, internal audit, risk, managing risk and governance oversight. Further details on the functions and duties of the AGRC are provided in Terms of Reference (“TOR”) which are available at the Company’s corporate website at http://www.msmsugar.com/ our-company/corporate-governance. The AGRC’s TOR has been established pursuant to the MMLR and was approved by the Board to guide the Committee in the discharge of its functions and duties. In addition, the TOR also recognised and adopted related best practices and guidance from the MCCG 2017 and the Corporate Governance Guide. The AGRC’s TOR was approved by the Board on 24 July 2020. The existence of the Committee does not diminish the Board’s ultimate statutory and fiduciary responsibility for decision-making relating to the functions and duties of the Committee. SUMMARY OFWORKS OFTHE AC AND AGRC IN 2020 The summary of works below highlighted both AC and AGRC principal activities in discharging its responsibilities through the six (6) meetings held and various private sessions with the external auditors and internal auditors: Financial Reporting • Reviewed unaudited quarterly financial results, any change in accounting policies, the going concern assumptions and compliance with accounting standards and regulatory requirements for recommendation to the Board for approval. • Considered and reviewed the draft of the audited financial statements for the year ended 31 December 2019 in March 2020 together with the Directors’ and Auditor’s Statement and concluded that the financial report presented a true and a fair view of the Company’s financial performance for the year and was in compliance with regulatory requirements. MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 93 SUSTAINABILITY REPORT EFFECTIVE LEADERSHIP CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION DETAILS OF THE ANNUAL GENERAL MEETING