IHH Healthcare Berhad | Annual Report 2024 96 Conflict of Interest 23. Deliberated and approved the Conflict of Interest (COI) Governance Framework, which includes the process flow for Directors and Key Senior Management (KSM); 24. Assessed and reported to the Board, the disclosures of conflict of interest (COI) and potential COI by IHH Directors and KSM, including the measures taken to resolve, eliminate or mitigate such conflicts in accordance with IHH’s Board of Directors COI Policy and Bursa’s Guidance on COI (ICN 1/2023). These COI or potential COI are largely related to potential or actual transactions between IHH Group and their respective companies. Please refer to the profiles of IHH Directors and Senior Management of this Annual Report for more detailed disclosure. Key measures undertaken to address the COIs include the following: (i) The declarations made by IHH Directors and KSM are disclosed to the AC and Board immediately. All the COI disclosures received by the Company were promptly notified to the AC and Board. These COI disclosures, along with the measures taken to resolve, eliminate or mitigate such conflicts, were subsequently tabled at the AC and Board meetings for assessment; (ii) IHH Directors or KSM with COI or potential COI recused themselves from participating in the relevant board and committee meetings and abstained from deliberation and voting on matters related to the COI or potential COI; (iii) IHH Directors or KSM with COI or potential COI were not granted access to the relevant meeting minutes and other documents concerning the matters in which they have COI or potential COI; (iv) Annually, IHH Directors and KSM are required to make a COI declaration to ensure that all the COI or potential COI have been duly declared during the financial year under review. For new appointments to the Board, the COI assessment was conducted before the appointment was made, facilitated by the Nomination and Remuneration Committee; Other Activities 25. Reviewed and recommended to the Board for approval, the AC Report and the Statement on Risk Management and Internal Control for inclusion in the Annual Report 2023; 26. Noted the annual statement by Management in relation to the compliance framework that is implemented in line with the Code of Conduct to Regulate, Monitor and Report Trading in Securities of Specific Indian Companies, pursuant to the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and 27. Reviewed and recommended to the Board for approval, the revision to the Group’s Limits of Authority. Group Internal Audit Function The internal audit function is under the responsibility of the Group Internal Audit (Group IA) department led by the Group Head, Internal Audit. Group IA operates independently and reports directly to the AC. Group IA has direct control over internal audit activities in Malaysia, Singapore, China and India (excluding Fortis Healthcare Limited Group, which is publicly listed in India). Group IA maintains oversight of Acibadem’s internal audit activities through close partnership with the internal audit function of Acibadem. Except for Gleneagles Hong Kong and Parkway Life Real Estate Investment Trust, the Group’s internal audit function is undertaken in-house, with support from co-sourcing with independent external subject matter experts when necessary. Fortis Healthcare Limited Group undertakes its internal audit function in-house, periodically supported by outsourced independent internal audit firms. Group IA has visibility and the ability to influence those internal audit activities at all levels throughout the Group, including those operating companies whose internal audit function are outsourced to independent firms. Group IA provides independent, objective assurance on reviewed areas of operations and makes recommendations based on best practices that will improve and add value to the Group. Group IA identifies, coordinates, monitors and oversees the internal audits conducted throughout the Group. It also provides standards, policies and guidelines to standardise the internal audit activities within the Group. Group IA adopts a systematic and disciplined approach to evaluate the adequacy and effectiveness of the financial, operational and compliance processes. Structured riskbased and strategic-based approaches are adopted to identify internal audit activities aligned with the Group’s strategic plans, ensuring that the risks faced by the Group are adequately reviewed. Additionally, international standards and best practices are adopted to enhance the relevancy and effectiveness of the internal audit activities. The internal audit reports are issued to Management for their comments and to agree on action plans with deadlines to complete the necessary preventive and corrective actions. The reports and a summary of key findings are tabled to the AC for deliberation, ensuring that Management undertakes to carry out the agreed remedial actions. Please refer to the Statement on Risk Management and Internal Control as laid out on pages 99 to 106 of this Annual Report for the summary of the work of the internal audit function undertaken during the year ended 31 December 2024. The total cost incurred to maintain the internal audit function of the Group in 2024 was RM17.2 million. Audit Committee Report Governance
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