GHL System Berhad Annual Report 2020

49 A N N U A L R E P O R T 2 0 2 0 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 the financial year ended 31 December 2020 (“FY2020”) and also a summary of its various activities. FORMATION OF COMMITTEE 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”). COMMITTEE COMPOSITION The ARC comprises three members, all of whom are Non-Executive Directors with the majority being independent. The Chairman of the ARC is appointed by the Board and is not the Chairman of the Board. The composition of ARC is as follows:- Designation Name Directorship Chairman Dato’ Chan Choy Lin, Carol Independent Non-Executive Member Datuk Kamaruddin Bin Taib Independent Non-Executive Member Hossameldin Abdelhamid Mohamed Aboumoussa (Resigned wef. 11 March 2021) Non-Independent Non-Executive All members of ARC are financially literate, possess wide range of skills and knowledge, and have sufficient understanding of the Company’s business and matters under the purview of the ARC, including the financial reporting process. The Chairman of ARC, Dato’ Chan Choy Lin, Carol (“ Dato’ Carol”)is a member of the Malaysian Institute of Accountants (“MIA”). The current ARC composition complies with Paragraphs 15.09 and 15.10 of the Main Market Listing Requirements (“MMLR”) of Bursa Securities, which prescribes that the committee must be composed of not fewer than three (3) members, all of whom must be Non-Executive Directors, Chairman, and majority of members being Independent Directors, and one member must be a member of the MIA. 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 Committee is sufficient to exercise their judgment in an informed and impartial manner to fulfil its 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. ATTENDANCE OF MEETINGS The ARC held five (5) meetings during FY2020. 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 thereafter.