Ni Hsin Berhad Annual Report 2018

Annual Report 2018 Ni Hsin Resources Berhad (653353-W) 23 PRINCIPAL B: EFFECTIVE AUDIT AND RISK MANAGEMENT (continued) 2 Risk Management and Internal Control Framework The Board acknowledges the significance of a sound system of risk management and internal control to manage the overall risk exposure of the Group. The Group has an internal audit function which is outsourced to IBDC (Malaysia) Sdn Bhd and reports directly to the ARMC. Details of the internal audit function together with the staffs of the Group’s internal control are set out in the Statement on Risk Management and Internal Control and ARMC Report of the Annual Report 2018. The Board affirms its overall responsibility with established and clear functional responsibilities and accountabilities which are carried out and monitored by the Risk Management Working Committee (“RMWC”). RMWC reports directly to the ARMC. The adequacy and effectiveness of the internal controls and risk management framework were reviewed by the ARMC. The Board is satisfied with the performance of the RMWC and ARMC in discharging their responsibilities in accordance with their terms of reference. The Board obtained assurance from the Executive Director (who is in charge of Financial and Corporate Affairs) and the Managing Director of the major subsidiaries of the Company that the internal control and risk management framework are adequate and effective in all material aspects. The details of the Risk Management and Internal Control Framework are described in the Statement on Risk Management and Internal Control of this Annual Report. PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS 1 Communication with Stakeholders The Board has formalised a Corporate Disclosure Guide to ensure that communication with stakeholders is executed in a timely, concise and transparent manner through announcements via Bursa LINK, on Ni Hsin’s website and the media. The Company has put in place a Code of Conduct on confidentiality to ensure that confidential information is handled properly by Directors, employees and relevant parties to avoid leakage and improper use of such information. The Board is mindful that information which is expected to be material must be announced immediately. Members of Senior Management are directly involved in investor relations through investor briefings with financial analysts, institutional shareholders and fund managers. 2 Conduct of General Meetings The Company’s AGM is the principal forum for dialogue with its shareholders, as it provides shareholders the opportunity to ask questions about the resolutions being proposed or about the Group’s operations in general. The Share Registrar is available to attend to matters relating to shareholders’ interests. At the Fourteenth AGM, all Directors including the Chairman of all the respective Board Committees were present in person to engage directly with and be accountable to the shareholders for their stewardship of the Company. The Directors and external auditors were in attendance to respond to the shareholders’ queries. Extraordinary General Meetings (“ EGM ”) are held as and when required. When an EGM is held to obtain shareholders’ approval on certain business or corporate proposals, comprehensive circulars to shareholders will be sent within prescribed deadlines in accordance with regulatory and statutory provisions. Notice of the Fourteenth AGM and Annual Report are sent out to shareholders more than 28 days before the date of the AGM. The voting at the Fourteenth AGM was conducted by way of poll and an independent scrutineer was appointed to validate the votes cast. FOCUS AREA ON CORPORATE GOVERNANCE Corporate governance was clearly imperative for the Group in the year 2018 against the backdrop of regulatory changes in the domestic corporate governance realm and a relatively challenging economic environment that is characterised by volatile market conditions and commodity prices. Against the aforementioned setting, during the year under review, the Board directed its focus on the core duties of the Board which is grounded on the creation of long-term value for stakeholders. In light of the improvements in the corporate governance regulations, the Board has reviewed and updated its existing policies and procedures to ensure they are kept contemporaneous whilst equally kept relevant to the Company’s needs. The Board will look into the enhancements or developments of corporate governance policies and procedures, as the case may be. This Statement was approved by the Board on 26 March 2019. Corporate Governance Overview Statement (continued)