67 CORPORATE GOVERNANCE ENRA GROUP BERHAD ANNUAL REPORT 2023 AUDIT, RISK MANAGEMENT AND SUSTAINABILITY COMMITTEE REPORT The Board is pleased to present the Audit, Risk Management and Sustainability Committee report, which provides insights into how the Committee discharged its functions for the Group during the financial year ended 31 March 2023. COMPOSITION AND MEETING The ARMSC comprises four (4) members, all of whom are Independent Non-Executive Directors (NEDs). During the financial year ended 31 March 2023, Datuk Ali bin Abdul Kadir resigned as a member of the ARMSC in order to comply with Practice 1.4 of the MCCG 2021, which states that the Chairman of the Board is not a member of the Board committee, and Mr Loh Chen Yook was appointed in his place. All of the Independent NEDs satisfy the test of independence under MMLR of Bursa Securities. The composition of the ARMSC complies with Paragraph 15.09(1)(a) and (b) of the MMLR and Practice 9.4 (Step-up) under Principle B of the MCCG 2021. The ARMSC’s Terms of Reference (TOR) requires a former partner of ENRA’s external auditors to observe a cooling-off period of at least three (3) years before being appointed as a member of the ARMSC. ENRA also complies with Practice 9.2 of the MCCG 2021 that none of the Directors were former partners of the external audit firm of the Company. Tunku Afwida binti Tunku Abdul Malek, is a member of the Malaysian Institute of Accountants (MIA) and a qualified Chartered Accountant with the Institute of Chartered Accountants in England and Wales (ICAEW). Accordingly, ENRA complies with Paragraph 15.09(1)(c)(i) of the MMLR of Bursa Securities. The ARMSC held five (5) meetings during the financial year ended 31 March 2023. The meetings were properly structured through the use of agendas which were distributed to members with sufficient notice (at least seven days before the meeting). All meetings were attended by the President & Group Chief Executive Officer, the Executive Director, and the Group Chief Financial Officer to facilitate direct communication and provide clarification on audit and internal control issues, as well as to report the Group's financial performance. The head of Internal Audit attended all the meetings to present the quarterly internal audit and risk management reports. The external auditors, Messrs. BDO PLT (BDO) attended three (3) of these meetings at the invitation of the ARMSC to present the audit planning memorandum, annual audit findings, draft audited financial statements, and financial matters for the financial year 2023. As part of the ARMSC’s efforts to ensure the reliability of the Company’s quarterly financial statements and their compliance with the applicable Financial Reporting Standards, BDO was engaged to conduct a limited review of ENRA’s financial results on a half-yearly basis before their presentation to the ARMSC for review and recommendation for the Board’s approval and adoption. Minutes of each ARMSC meeting were recorded and tabled for confirmation at the following ARMSC meeting and subsequently presented to the Board for notation. The Chairman of the ARMSC reported the ARMSC’s recommendations and remedial actions (if any) to the Board for its consideration and implementation. Matters of significant concern and audit issues as and when raised by the External Auditors or Internal Auditors were highlighted to the Board at its immediate subsequent meeting. Private sessions with the external auditors were held twice a year, without the presence of members of management, whilst private sessions with the Group Internal Audit (GIA) were conducted at least once a year and when necessary. The ARMSC had constantly engaged with the external auditors and the head of internal audit to keep abreast with the key audit issues and audit concerns affecting the Company.
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