GHL System Berhad Annual Report 2017

GHL SYSTEMS BERHAD 42 AUDIT AND RISK COMMITTEE REPORT The Audit and Risk Committee Report provides insights into the manner in which the Audit and Risk Committee has discharged its function for the Group in Financial Year 2017 (“FY 2017”) and also a summary of its various activities. FORMATION The Audit Committee was established as a committee of the Board of Directors of GHL Systems Bhd on 11 February 2003. On 8 April 2013, the Board of Directors resolved that the Audit Committee be renamed as the Audit and Risk Committee (“ARC” or the “Committee”). COMPOSITION The ARC comprises three members, all of whom are Non-Executive Directors with the majority being independent. All members of ARC are financially literate, with a Director being a member of the Malaysian Institute of Accountants, and have sufficient understanding of Company’s business. The ARC comprises the following:- 1. FONG SEOW KEE – Chairman (Senior Independent Non-Executive Director) 2. DATUK KAMARUDDIN BIN TAIB (Independent Non-Executive Director) 3. BRAHMAL A/L VASUDEVAN (resigned wef. 24 May 2017) (Non-Independent Non-Executive Director) 4. HOSSAMELDIN ABDELHAMID MOHAMED ABOUMOUSSA (appointed wef. 26 May 2017) (Non-Independent Non-Executive Director) The Group is currently in a departure from MCCG Practice 8.4, in which it recommends to have the Audit Committee comprising solely of Independent Directors. The Board believes that the current ability of the Committee is sufficient to exercise their judgment in an informed and impartial manner to fulfil the Committee’s mandate responsibilities, especially in overseeing the areas of financial reporting, related party transactions and conflicts of interest, internal control environment, internal audit and external audit processes. TERMS OF REFERENCE (“TOR”) The Terms of Reference for the ARC which is in line with the provisions of the Listing Requirements and other best practices are accessible to the public on the Company’s official website at www.ghl.com. ATTENDANCE OF MEETINGS The ARC held five (5) meetings during FY 2017. The Company Secretary is responsible for distributing the notice of the meetings to the Committee members prior to each meetings and recording the proceedings of the meetings thereat. The details of attendance of the ARC members are as follows: Name of the Committee Member Total Attendance of Meetings Fong Seow Kee 5/5 Datuk Kamaruddin Bin Taib 5/5 Brahmal A/L Vasudevan (resigned wef. 24 May 2017) 1/3 Hossameldin Abdelhamid Mohamed Aboumoussa (appointed wef. 26 May 2017) 2/2