21 CORPORATE GOVERNANCE ENRA GROUP BERHAD ANNUAL REPORT 2023 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) III. Remuneration (Cont’d) The Board has a formalised Remuneration Policy for Directors and Senior Management which outlines the principles for the BNRC to determine and propose an appropriate level of remuneration for the Directors and Senior Management. The policy is available on the Company’s website at www.enra.my. Details of the remuneration of the Directors of the Company for the financial year ended 31 March 2023 are provided in Practice 8.1 of the CG Report. PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit, Risk Management and Sustainability Committee The Board has established an ARMSC to provide robust and comprehensive oversight on the financial reporting matters as well as the external audit, internal audit and sustainability processes. The ARMSC comprises four (4) members, all of whom are Independent Non-Executive Directors. The Company also complies with Practice 9.1 of the MCCG 2021 that the Chairman of the ARMSC is not the Chairman of the Board. In line with the requirements of Paragraph 15.09 (1)(c)(i) of the MMLR of Bursa Securities, one (1) of the members of ARMSC is a member of the Malaysian Institute of Accountants and a qualified Chartered Accountant with the Institute of Chartered Accountants in England and Wales (ICAEW). The Board upholds the integrity of financial reporting by the Company. As such, it has established procedures, via the ARMSC, in assessing the suitability and independence of the external auditors. Such procedures entail the provision of written assurance by the external auditors, confirming that they are, and have been, independent throughout the conduct of the audit engagement with the Company in accordance with the independence criteria set out by the Malaysian Institute of Accountants. The ARMSC has met with the external auditors without the presence of the Executive Directors and Management twice during the financial year ended 31 March 2023. The ARMSC is satisfied in its review that the provision of non-audit services by Messrs. BDO PLT to the Group for the financial year ended 31 March 2023 did not in any way impair their objectivity and independence as external auditors of the Company. On an annual basis, the ARMSC reviews and monitor the suitability and independence of the external auditors. The ARMSC is satisfied with the competence and independence of the external auditors and had recommended the re-appointment of Messrs. BDO PLT as external auditors for shareholders’ approval at the 30th Annual General Meeting. II. Risk Management and Internal Control Framework The Board is ultimately responsible for the establishment of a sound framework to manage risks. The President & Group Chief Executive Officer oversees these risk management processes and activities and reports to the Board. The Management assists the Board in the implementation of the Board’s policies and procedures on risk management and internal control. The Board acknowledges its responsibility for the Group’s systems of internal control and risk management and for reviewing the effectiveness of those systems. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives. Any system can only provide reasonable but not absolute assurance against material misstatement, loss or fraud. The Statement on Risk Management and Internal Control as set out on pages 71 to 76 in this Annual Report provides an overview of the management of risks and the state of internal controls within the Group. The Company has in its employment, an internal auditor (“Internal Auditor”) who reports directly to the Chairman of the ARMSC. The internal audit function reviews the controls and processes of the organisation in accordance with the approved audit plan which adopts a risk-based approach toward planning and audit execution. The scope of work covered by the internal audit function during the financial year is set out on page 70 of this Annual Report. Corporate Governance Overview Statement (Cont’d)
RkJQdWJsaXNoZXIy NDgzMzc=