COMPANY SECRETARIES All the Company Secretaries of the Company are qualified to act as Company Secretary under Section 235(2) of the CA 2016. The Company Secretary plays an important advisory role and is a source of information and advice to the Board and Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company and Group. The Board shall ensure that the Company Secretaries remain competent to fulfill the function for which they have been appointed. In this respect, the appointment and removal of the Company Secretaries are matters for the Board to consider as a whole. The specific responsibilities of the Company Secretaries include, but are not limited to the following: (a) manage all Board and Board Committee meeting logistics, attend and record minutes of all board and committee meetings and facilitate Board communication; (b) advise the Board on its roles and responsibilities; (c) facilitate the orientation of new directors and assists in directors’ training and development; (d) advise the Board on corporate disclosures and compliance with company and securities regulations and listing requirements; (e) manage processes pertaining to the annual shareholders’ meeting; (f) monitor corporate governance developments and assist the Board in applying governance practices to meet the Board’s needs and stakeholders’ expectation; and (g) serve as a focal point for stakeholders’ communication and engagement on corporate governance issues. The Company Secretary’s appointments and resignations are subject to Board’s approval. B. EFFECTIVE AUDIT AND RISK MANAGEMENT Financial Reporting The Board aims to present a balanced, clear and meaningful assessment of the Group’s financial performance and position, and prospects in presenting the annual financial statements and quarterly reports as well as announcements to Bursa Securities. The Board is assisted by the AC in reviewing the Group’s financial reporting processes and accuracy of its financial results, and scrutinising information for disclosure to ensure compliance with applicable approved accounting standards in Malaysia and the provisions of the CA 2016. Internal Control The Board acknowledges its overall responsibility for maintaining a sound system of internal controls to safeguard shareholders’ investment and the Group’s assets. However, the Board recognises that such system is structured to manage rather than eliminate the possibility of encountering risk of failure to achieve corporate objectives. The Statement on Risk Management and Internal Control is set out on pages 54 to 58 of the Annual Report providing an overview of the state of internal controls, risk management framework and internal audit function within the Group. Relationship with Auditors The Company has established a formal, transparent and appropriate relationship with the Company’s auditors, both internal and external. The internal auditors and the external auditors have direct access to the AC at all times. From time to time, the auditors will highlight to the AC and the Board matters that require the Board’s attention. The AC meets with the external auditors at least twice a year without the presence of Executive Directors and management to discuss their audit plan and audit findings. The AC reviews with the external auditors the annual audited financial statements before recommending them to the Board for its approval. The AC assesses the effectiveness of both internal and external audit as well as the suitability, independence and objectivity of the external auditors. In its assessment, the AC considered several factors, which included adequacy of experience and resources of the firm and the professional staff assigned to the audit as well as the effectiveness of the audit process. Written assurance shall be obtained from the external auditors yearly, confirming their independence in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants. CORPORATE GOVERNANCE OVERVIEW STATEMENT K imlun Corporat ion Berhad Regi s t rat ion No. 200901023978 (867077-X) 45
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