109 ANNUAL REPORT 2024 AUDIT AND RISK MANAGEMENT COMMITTEE REPORT Pursuant to Paragraph 15.15(1) of the MMLR, the Board is pleased to present this ARMC Report, outlining the manner in which the ARMC has effectively discharged its duties and responsibilities during FYE 2024. COMPOSITION AND MEETINGS The ARMC is established with the primary objective to support the Board in fulfilling its fiduciary duties and responsibilities on the oversight of the integrity of the Group’s corporate accounting and financial reporting as well as its risk management and internal control system, and sustainability matters. The ARMC is also entrusted to oversee the independence and quality of both external and internal audit functions within the Group. The ARMC comprises 3 members, all of whom are Independent Non-Executive Directors. Our ARMC is chaired by Puan Julannar Binti Abd Kadir, a Fellow Member of CIMA and member of MIA. Additionally, none of the ARMC members serve as alternate Directors or are former partners of the Group’s external audit firm. Hence, the current ARMC composition complies with the requirements set out under Paragraph 15.09 of the MMLR and Principle B (I) of MCCG. Furthermore, the ARMC and Board of the Company are chaired by different individuals, thereby safeguarding the integrity and credibility of the Group’s financial reporting and audit processes. As governed under its Terms of Reference, the ARMC is required to meet at least 4 times in each calendar year. The ARMC had convened 3 meetings during the FYE 2024 after its listing on the Main Market of Bursa Securities on 22 April 2024. The meeting attendance of each ARMC member during FYE 2024 is tabled below: Designation Name Directorship Meeting Attendance Chairperson Julannar Binti Abd Kadir Independent Non-Executive Director 3/3 Member Lim Chee Hwa Independent Non-Executive Director 3/3 Member Chia Chee Hoong Independent Non-Executive Director 3/3 The Group CFO was invited to attend all ARMC meetings held during the FYE 2024 to brief or report on the business operations, financials and audit related matters of the Group as well as to facilitate the smooth conduct of the meetings. Representatives of the External Auditors, Internal Auditors and Senior Management, when necessary, were also invited to the ARMC meetings to brief or report on matters within their respective areas of expertise. Meeting agenda and materials were distributed to the ARMC members in advance to ensure that sufficient time is provided for them to peruse the relevant material in order to facilitate their deliberation and decision-making process in the scheduled meetings. The Chairperson of the ARMC updates the Board on the key matters and issues discussed at the ARMC meetings, as well as the recommendations made by the ARMC for further discussion, deliberation and approval. All discussions and decisions made during the ARMC meetings were duly recorded by the Company Secretaries. The meeting minutes were then tabled at the next ARMC meeting for confirmation and subsequently presented to the Board for their attention. These minutes were properly documented and maintained in accordance with applicable regulations and governance practices. AUTHORITY, DUTIES AND RESPONSIBILITIES The ARMC is governed by its Terms of Reference, covering its authority, duties and responsibilities, meeting proceedings and reporting procedures, and is made available on the Company’s website at www.keyfieldoffshore.com/corporate-governance.
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