Audit Committee Report Governance Roles of the AC The AC’s primary role is to assist the Board in fulfilling its statutory and fiduciary responsibilities for oversight of the quality and integrity of the accounting, auditing and financial reporting of the Group and monitoring the effectiveness of the systems of internal control. In carrying out its duties and responsibilities, the AC has the following authorities: • Approve any appointment or termination of senior staff members of the internal audit function; • Convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Group, whenever deemed necessary, and such meetings with the external auditors shall be held at least twice a year; • Obtain external professional advice or other advice and invite persons with relevant experience to attend its meetings, if necessary; • Investigate any matter within its Terms of Reference (TOR), have the resources which it needs to do so and have full and unrestricted access to information pertaining to the Group and The Audit Committee (AC) was established on 1 July 2018 consequent to the division of the Audit and Risk Management Committee (ARMC) into two separate committees, namely the AC and Risk Management Committee, respectively. The ARMC was established on 18 April 2012. Director Designation Total Meetings Attended in 2023 Ong Ai Lin (Chairman) Independent Non-Executive Director 8/8 Jill Margaret Watts (Member) Independent Non-Executive Director 7/8 Dato’ Sri Muthanna bin Abdullah (Member) Independent Non-Executive Director 8/8 Satoshi Tanaka (Member) Independent Non-Executive Director 8/8 the Management whereby all employees of the Group are required to comply with the requests made by the AC; • Have direct communication channels to engage with the external auditors and internal auditors and also engage with the Senior Management, such as the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer of the Group and its operating subsidiaries, on a continuous basis in order to be kept informed of matters affecting the Group; • Appoint an independent party to conduct or to assist in conducting any investigation, upon the terms of appointment to be approved by the AC; • Authorise the AC Chairman to carry out the AC’s responsibilities as required under the Whistleblowing Policy for the Group; and • Have access to the advice and services of the Company Secretary. Terms of Reference The AC is governed by a clearly defined and established TOR. The AC TOR is reviewed and updated from time to time, as the need arises, to ensure that it remains up-to-date and in conformity with the applicable laws, regulations and the Group’s policies. The TOR of the AC was last reviewed and approved by the Board in August 2022. The TOR of the AC is published on the Company’s website at https://www.ihhhealthcare.com/ investors/corporate-governance. Composition and Meetings The AC is comprised exclusively of Independent Non-Executive Directors, and no Alternate Director is appointed as a member of the AC. The AC members come from diverse backgrounds with extensive experience in healthcare, banking, business strategy, risk management, legal, cybersecurity and corporate governance. The composition of the AC is in compliance with Paragraph 15.09(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (MMLR). The Board believes that the composition of the AC provides the appropriate balance in terms of skills, experience, gender and knowledge to ensure the effective functioning of the AC. During the financial year under review, the AC held eight meetings in total. The composition of the AC and the attendance record of its members for the year under review are as follows: IHH Healthcare Berhad 106
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