GHL System Berhad Annual Report 2018

a n n u a l r e p o r t 2 0 1 8 39 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 the financial year ended 31 December 2018 (“FY 2018”) 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 Berhad 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 AND MEETINGS 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 Accountant, and have sufficient understanding of the Company’s business. Practice 8.4 of the Malaysian Code on Corporate Governance (“MCCG”) states that, the Audit Committee shall comprise solely Independent Directors. The Board is aware that the current composition is not in line with the desire practice and believes that the current Audit Committee is sufficient to exercise their judgment in an informed and impartial manner to fulfil the Audit Committee’s responsibilities, especially in overseeing the areas of financial reporting, related party transactions as well as conflicts of interest, internal control environment, internal audit and external audit processes. The ARC held five (5) meetings during FY 2018. 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 ARC comprises the following Directors and their attendances at the five (5) meetings held during FY 2018 are as follows:- Name of The Committee Member Attendance Dato’ Chan Choy Lin (appointed wef. 25 June 2018) Chairperson Independent Non-Executive Director 2/2 Datuk Kamaruddin Bin Taib Member Independent Non-Executive Director 5/5 Hossameldin Abdelhamid Mohamed Aboumoussa Member Non-Independent Non-Executive Director 5/5 Fong Seow Kee (resigned wef. 31 July 2018) Former Chairman Senior Independent Non-Executive Director 3/3 The Group Chief Financial Officer (“CFO”) was invited to all ARC meetings to facilitate direct communication in relation to the Group’s financial results while the Risk Management Committee (“RMC”) Chairman i.e. Group Chief Executive Officer (“CEO”) was invited to all ARC meetings to provide information regarding the Group’s Risk Management activities. The Head of Group Internal Audit (“GIA”), relevant members of the Management, and the External Auditors were also invited to attend the meetings of the Committee, where appropriate, to brief the ARC on the relevant audit findings or matters. aud i t and r i sk commi t t e e report